Annexure XIV Continued… - Edelweiss

(ii) The Investor Nominee Directors shall be appointed on all the committees of the Boards of the Company
and its Subsidiaries.
(iii) The Investor will have a right to appoint nominee directors on the Board of each Subsidiary in proportion
to its direct and indirect shareholding in such Subsidiary, subject to a minimum of one (1) Investor
Nominee Director. To the extent practicable and subject to such Person not exceeding specified limits
under applicable laws, the Investor shall nominate the same Person on the Boards of the Company and
each of the Subsidiaries.”
Board resolution at a meeting necessary for certain contracts
Article 50.1 provides that “Except with the consent of the Board of Directors of the Company, a Director of
the Company or his relative (as such term is defined under the Act), a firm in which such a Director or relative
is a partner, any other partner in such a firm, or a private company of which the Director is a member or
director, shall not enter into any contract with the Company (a) for the sale, purchase or supply of any goods,
materials or services, or (b) for underwriting the subscription of any shares in, or debentures of, the Company.”
Chairman
Article 51 provides that “The right to select the chairman of the Board shall be with the Promoters. The
chairman of the Board shall have a casting vote. It is agreed that R. S. Sindhu, or any other Person nominated
by him, shall be the chairman of the Board. It is also agreed that the chairman of the Board shall also chair the
shareholders meetings.”
Managing Director
Article 53.1 provides that “The Directors may, from time to time, subject to the provisions of Sections 197 A
and 314 of the Act; appoint one or more of their body to the office of the Managing Director or Whole Time
Director for such period and on such remuneration and other terms, as they think fit and subject to the terms of
any agreement entered into in any particular case, may revoke such appointment. His/her appointment will be
automatically terminated it he ceases to be a Director.”
Consent of Company necessary for the exercise of certain powers
Article 60.1 provides that “The Board of Directors shall not except with the consent of the Company in general
meeting:-
(a) sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the
Company, or where the Company owns more than one undertaking of the whole, or substantially the
whole, of any such undertaking;
(b) remit, or give time for the repayment of, any debt due by a Director;
(c) invest otherwise than in trust securities, the amount of compensation received by the Company in respect
of the compulsory acquisition of any such undertaking as is referred to in clause (a) above, or of any
premises or properties used for any such undertaking and without which it cannot be carried on or can be
carried on only with difficulty or only after a considerable time;
(d) borrow moneys in excess of the limits provided in Article 64.
(e)
contribute to charitable and other funds not directly relating to the business of the Company or the
welfare of its employees, any amounts the aggregate of which will, in any Financial Year, exceed fifty
thousand rupees or 5 % of its average net profits as determined in accordance with the Act during the three
Financial Years immediately preceding whichever is greater.”
Certain Powers to be exercised by the Board only at Meeting
Article 61.1 provides that “Without derogating from the powers vested in the Board of Directors under these
Articles the Board shall exercise the following powers on behalf of the Company and they shall do so only by
means of resolutions passed at meetings of the Board :-
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