Annexure XIV Continued… - Edelweiss

fulfillment or discharge of such debts, liabilities or engagements for seven days after such notice. To give
effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser
thereof and the purchaser shall be registered as the holder of the shares comprised in any such transfer. Upon
any such sale as aforesaid, the certificates in respect of the shares sold shall stand cancelled and become null
and void and of no effect, and the Directors shall be entitled to issue a new certificate or certificates in lieu
thereof to the purchaser or purchasers concerned.”
Article 12.3 provides that “ The net proceeds of any such sale after payment of the costs of such sale shall be
applied in or towards the satisfaction of the debts, liabilities or engagements of such member and the residue
(if any) paid to such member or the person (if any) entitled by transmission to the shares so sold.”
Article 12.4 provides that “A certificate in writing under the hands of two Directors, that the call in respect of a
share was made, and notice thereof given, and that default in payment of the call was made, and that the
forfeiture of the share was made, by a resolution of the Directors to that effect, shall be conclusive evidence of
the fact stated therein as against all persons entitled to such share.
Article 12.5 provides that “The Company may receive the consideration, if any, given for the share on any
sale, re-allotment or other disposition thereof and the person to whom such share is sold, re-allotted or
disposed of may be registered as the holder of the share and he shall not be bound to see to the application of
the consideration, if any, nor shall his title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the share.”
Buy Back
Article 13 provides that “The Board of Directors may, when and if thought fit, , buy back such of the
Company’s shares or other specified securities, subject to the provisions of sections 77A, 77AA, and 77 B of
the Act and the guidelines prescribed by the Central Government from time to time.”
Transfer and transmission of shares
Article 14.1 provides that “Subject to the provisions of Section 111A, these Articles and other applicable
provision of the Act. or any other law for the time being in force, the Board of Directors may refuse whether in
pursuance of any power of the company under these Articles or otherwise, to register the transfer of, or the
transmission by operation of law of the right to, any shares or interest of a Member in or debentures of the
Company. The Company shall, within one month from the date on which the instrument of transfer or the
intimation of such transmission, as the case may be, was delivered to Company, send notice of the refusal to
the Transferee and the Transferor or to the person giving intimation of such transmission, as the case may be,
giving reasons for such refusal, notice of the refusal to register such transfer, provided that registration of a
transfer shall not be refused on the ground of the Transferor being either alone or jointly with any other person
or persons indebted to the Company on any account whatsoever except where the Company has a lien on
shares. The provisions of Section 111 of the Act, regarding powers to refuse registration of transfers and
appeal against such refusal should be adhered to. Provided that registration of a transfer shall not be refused on
the ground of the transferor being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever except when the Company has a lien on the shares. Transfer of shares /
debentures in whatever lot shall not be refused.”
Transfers by Promoters
Article 15 provides that “The Promoters of the Company shall hold such percentage of the Equity Share
Capital of the Company that is subject to mandatory lock-in as applicable to ‘promoters’ under the SEBI
Regulations.”
Dividend
Article 24.2 provides that “The Company in a General Meeting may declare a dividend to be paid to the
members according to their rights and interest in the profits and may fix the time for payment.”
Capitalization
Article 27.1 provides that “Subject to the provisions of these Articles, the Company may at any General
Meeting resolve that any moneys, investments or other assets forming part of the undivided profits of the
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