Winding Up

Article 122 provides that, “For winding up of the Company, the provisions contained in the 1949 Act shall apply and provisions
of the Act, shall apply to the extent to which they are not inconsistent with the 1949 Act.”

Article 123 provides that:

@

i)

(iii)

“Tf the Company shall be wound up, the liquidator may, with the sanction of a special resolution of the Company and
any other sanctions required by the Act, divide amongst the members, in specie or kind, the whole or any part of the
assets of the Company, whether they shall consist of property of the same kind or not.

For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid
and may determine how such division shall be carried out as between the members or different classes of members.

The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the
benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares
or other Securities whereon there is any liability.”

Indemnity

Article 124 provides that:

 

 

 

 

 

 

ji “Every officer or agent for the time being of the Company shall be indemnified out of the funds of the Company against
any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his
favour or in which he is acquitted or in connection with any application under Section 463 of the Act in which relief is
granted to him by the court.

(ii) Subject to the provisions of Section 197 of the Act no Director, MD& CEO or whole time Director or other officer of
the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in
any respect of other act for conformity or for any loss or expenses happening to the Company through the insufficiency
or deficiency of title to any property acquired by order of the Directors in or upon which any of the moneys of the
Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any
person, company or corporation with whom any moneys, securities or effects shall be entrusted or deposited or for any
loss occasioned by any error of judgment, omission or default or oversight on his part or for any other loss or damage
or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the
same happens through his own dishonesty.”

PARTB
1. DEFINITIONS
Unless defined elsewhere under these Articles (including Part-A), the words capitalized in
this Article 1 of Part B shall have the meaning set forth below: Any capitalized term not
defined herein shall have the meaning ascribed to it in the Act.
i) “1949 Act” shall mean the Banking Regulation Act, 1949 and includes any statutory | “1949 Act”
modifications or re-enactment thereof for the time being in force and rules, regulations,
directives, guidelines, notifications, orders thereunder;
ii) “Act” shall mean the Companies Act, 2013 and includes the rules framed there under, any | “Act”
statutory modification or re-enactment thereof for the time being in force;
iii) “Affiliate Deed of Adherence” shall be the deed of adherence in the form agreed amongst | “Affiliate Deed of
the Company, the Promoters and the Investors; Adherence”
iv) “Affiliates” of a Person (the “Subject Person’) means (i) in the case of any Subject Person| “Affiliates”
other than a natural Person, any other Person that, either directly or indirectly through one
or more intermediate Persons, Controls, is Controlled by or is under common Control with
the Subject Person, and (ii) in the case of any Subject Person that is a natural Person, any
other Person that, either directly or indirectly through one or more intermediate Persons, is
Controlled by or that is a Relative of the Subject Person.
v) “Annual General Meeting” shall mean meeting of the Shareholders, convened under and|“Annual General

 

held pursuant to Section 96 of the Act; Meeting”

 

 

 

 

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