Reduction of Capital

Subject to the applicable provisions of the Act, the Company may by passing Special Resolution in
General Meeting, reduce its capital and any Capital Redemption Reserve Account or Securities Premium
Account in any manner for the time being authorised by law, and in particular, the Capital may be paid
off on the footing that it may be called upon again or otherwise

Liability of Member

Every Member, or his heirs, executors or administrators, shall pay to the Company the portion of the
Capital represented by his share of shares which may, for the time being remain unpaid thereon, in such
amounts, at such time or times, and in such manner as the Board shall, from time to time in accordance
with the Company’s regulations, require or fix for the payment there of.
Sweat equity shares
The Company may exercise the powers of issuing sweat equity shares of a class of shares already
issued in accordance with the Act, the Rules and other applicable law, if any.
Employees Stock Option Scheme
The Company shall have the power to introduce employee stock option schemes for all
permanent/regular employees and Directors of the Company, its holding and subsidiary companies,
subject to the applicable rules, regulations and procedure.
Notice of Calls
Each member shall, subject to receiving at least fourteen days’ notice in writing specifying the time and
place of payment, pay to the Company, at the time and place so specified the amount called on his
shares.
Liability of Joint-holders
The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
Annual General Meeting
The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any
other meetings in that year. All General Meetings other than Annual General Meetings shall be called
Extraordinary General meetings.
Number of Directors
Unless otherwise determined by a General Meeting of the Company and subject to the provisions of the
Act and the Rules made thereunder, the number of Directors shall not be less than three and more than
fifteen.
Retirement of directors by rotation
The Board shall have the power to determine the Directors whose period of office is or is not liable to
determination by retirement of Directors by rotation, subject to compliance of the Act and the Rules made
thereunder.
Appointment of Alternate Director
The Board may appoint an alternate director who is recommended for such appointment by a Director
(hereinafter called the “Original Director”) to act for him during his absence for a period of not less than
three months from India in accordance with the requirements of the Act and Rules made thereunder.
Remuneration of Directors
The remuneration payable to the directors, including any managing or whole-time director or manager, if
any, shall be determined in accordance with and subject to the provisions and procedure laid down in the
Act. Subject to the provisions of the Act, a Director may be paid remuneration either by way of a monthly
payment or at a specified percentage of the net profits of the Company as commission or partly by
one way and partly by the other. The fee payable to a Director for attending each meeting of the Board or
Committee thereof shall be decided by the Board of Directors from time to time within the maximum limits
of such fees that may be prescribed under the Act or the Rules.
Foreign register
a) The Company may exercise the powers conferred on it by the Act with regard to the keeping of a
foreign register, containing the names and particulars of the members, debenture holders, other security
holders or beneficial owners residing outside India and the Board may (subject to the provisions of the
Act) make and vary such regulations as it may think fit with respect to the keeping of any such register.
b) The foreign register shall be open for inspection and may be closed, and extracts may be taken
therefrom and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to
the register of members.
Chief Executive Officer, Manager, Chief Financial Officer and Company
Secretary
Subject to the provisions of the Act and applicable Rules made thereunder—
(i) A Chief Executive Officer, Manager, Chief Financial Officer and Company Secretary may be appointed
by the Board for such term, at such remuneration and upon such conditions as it may think fit and any
Chief Executive Officer, Manager, Chief Financial Officer and Company Secretary so appointed may be
removed by means of a resolution of the Board the Board may appoint one or more chief executive
officers for its multiple businesses.
(ii) A director may be appointed as Chief Executive Officer, Manager, Chief Financial Officer or Company
Secretary.
Insurance
The Company may take and maintain any insurance as the Board may think fit on behalf of its present
and/or former directors, employees and key managerial personnel for indemnifying all or any of them
against any liability for any acts in relation to the Company for which they may be liable but have acted
honestly and reasonably.
The Company in General Meeting may declare a Dividend
The Company in General Meeting may declare Dividends to be paid to Members according to their
respective rights. No Dividends shall exceed the amount recommended by the Board, but the Company in
General Meeting may declare a lesser Dividend