Annexure XIV Continued… - Edelweiss

(a)
(b)
(c)
(d)
(e)
the power to make calls on shareholders in respect of money unpaid on their shares;
the power to issue debentures;
the power to borrow moneys otherwise than on debentures;
the power to invest the funds of the Company;
the power to make loans;
Provided that the Board may by resolution passed at a meeting delegate to any Committee of
Directors or the Managing Director or any other principal officers of the Company or to a principal
officer of any of its branch offices, the powers specified in (c), (d) and (e) of this Article to the extent
specified below on such conditions as the Board may prescribe.”
Article 61.2 provides that “Every resolution delegating the power referred to in clause (c) of Article 61.1 shall
specify the total amount outstanding at any one time up to which moneys may be borrowed by the delegates;
Provided, however, that where the Company has an arrangement with its bankers for the borrowing of moneys
by way of overdraft, cash credit or otherwise the actual day to day operation of the overdraft, cash credit or
other accounts by means of which the arrangement is made is availed of shall not require the sanction of the
Board.”
Article 61.3 provides that “Every resolution delegating the power referred to in clause (e) of Article 61.1 shall
specify the total amount up to which loans may be made by the delegates, the purposes for which the loans
may be made, and the maximum amount of loans which may be made for each such purpose in individual
cases.”
Article 61.4 provides that “Nothing contained in this Article shall be deemed to affect the right of the
Company in a General Meeting to impose restrictions and conditions on the exercise by the Board of any of
the powers referred to in Article 61.1 above.”
Part II
Overriding Effect and Interpretation
Article 71.1 provides that “Subject to the requirements of applicable law, in the event of any conflict between
the provisions of Part I and this Part II, the provisions of this Part II shall apply so long as Part II is effective.”
Restrictions on Transfer of Shares in the Company
Article 73 provides that “Any agreement or arrangement to directly or indirectly Transfer any Equity Shares,
or any legal or beneficial interest therein, which is in breach of Articles 73 to 77 shall be null and void. The
Company shall not record any Transfer or agreement or arrangement to Transfer, that is in breach of the
provisions of Articles 73 to 77 on its books, and shall not recognise or register any equitable or other claim to,
or any interest in, Equity Shares which have been Transferred in breach of the provisions of Articles 73 to 77.”
Transfers by Identified Parties
Article 74 provides that:
“(a) Notwithstanding anything to the contrary, for a period of four (4) years from the Completion Date or until
an IPO occurs, whichever is later (the "Identified Party Lock-in Period"), no Identified Party or any of
their Affiliates, holding shares in the Company, shall directly or indirectly, Transfer any of the Equity
Shares or other securities held by them in the Company or rights attached thereto.
Provided that, even during the Identified Party Lock-in Period, the Identified Parties may sell to any
Person (other than a Restricted Entity), in a single tranche, up to 129,388 Equity Shares (the “Permitted
Sale”) by giving at least seven (7) days prior written notice to the Investor. The Investor shall not be
entitled to exercise its Tag-along Rights in relation to the Permitted Sale.
(b) If the IPO has occurred within four (4) years from the Completion Date, the Identified Party Lock-in
Period would still be in effect until the expiry of four (4) years from the Completion Date. Provided that,
notwithstanding Article 74 (a), should the IPO have occurred within 4 years from the Completion Date,
448