 

notice an explanatory statement in accordance with the Act. No business shall be transacted
at any General Meeting duly convened and held other than that specified in the notice
without the prior consent of the Investors. The Board shall provide the Company's previous
Financial Year's Audited Financial Statements to all Shareholders at least 21 (twenty-one)
Business Days before the General Meeting which is held to approve and adopt such Audited
Financial Statements. The reasonable costs incurred by any representative of the Investors
in attending a General Meeting or a meeting of any class of Shareholders (including the
reasonable costs of travel) shall be reimbursed by the Company.

 

38.

The quorum for the General Meeting shall be as provided in Section 103 of the Act provided
that the presence of the representative of at least 1 (one) Qualifying Investor shall be required
to constitute a valid quorum in a General Meeting (other than an adjourned meeting held in
accordance with Article 38), unless the requirement of such presence is waived in writing
by all the Qualifying Investors. No business shall be transacted at any General Meeting
unless the requisite quorum is present at the commencement of the meeting.

Quorum for
General Meetings

 

39.

Subject to Applicable Law, the Chairman shall be appointed only with the prior approval of
the RBI and shall be entitled to take the chair at every General Meeting. If there be no such
Chairman or if at any meeting he is not present within 15 (fifteen) minutes after the time
appointed for holding such meeting or is unwilling to act, the Directors present may choose
one of the Directors present to be chairman of such meeting and in default of their doing so,
the Members present shall choose a Director as Chairman of such meeting and if no Director
is present or if all the Directors present decline to take the chair, the Members present shall
choose one of themselves to be Chairman of such meeting. If a poll is demanded on the
election of the Chairman of such meeting, it shall be taken forthwith in accordance with the
provisions of this Article, the chairman elected on a show of hands exercising all the powers
of the Chairman for the purpose of conducting the poll, under the said provisions. If some
other Person is elected Chairman of such meeting as a result of the poll, he shall be Chairman
for the rest of the meeting.

Chairman

 

40.

If within 30 (thirty) minutes of the time appointed for holding a General Meeting, the
quorum as stipulated in Article 36 is not present, the meeting shall be adjourned and
reconvened at the same time and place not later than 7 (seven) Business Days thereafter as
the Chairman may determine. If at such rescheduled meeting, the quorum as stipulated in
Article 36 is not present within 30 (thirty) minutes of the time appointed for the meeting,
then the Shareholders present shall constitute a valid quorum even if the representative of
none of the Qualifying Investors is present at such adjourned General Meeting. Provided
that:

@ written notice of the adjournment was given to each Qualifying Investor at least 7
(seven) Business Days before the date of the adjourned Shareholders meeting; and

(ii) items which were not specified in the agenda for the original General Meeting shall
not be considered at such adjourned General Meeting.

Adjournment of
meeting

 

41.

In the event a resolution is passed contrary to the provisions of Articles 34 to 42, then the
Company, each of the Promoters and Investors shall ensure that such resolution is not given
effect to and all such resolutions shall be considered to be null and void.

Unless required by Applicable Law to the contrary, or as set out in the Article 37, every
question or matter submitted to a General Meeting shall be decided by way of poll and the
Shareholders shall have, subject to sub-clause below, a right to vote to the extent of their
shareholding in the Company in proportion to the actual number of Equity Shares held by
such Shareholder in the share capital.

Effect of resolutions

 

42.

In case a Shareholder’s shareholding in the Company exceeds 15% (fifteen per cent), the
voting rights of such Shareholder shall be restricted to 15% (fifteen per cent) of the paid-up
share capital or such other limit as may be permitted by the RBI from time to time under the
1949 Act, the Guidelines or other Applicable Laws.

Limit on Voting
Rights

 

 

43,

 

Subject to the provisions of the Act and the 1949 Act, votes in a General Meeting may be
given either personally or by an attorney or by Proxy or, in the case of a body corporate, by
a representative duly authorised under Section 113 of the Act.

 

Voting by Proxy

 

419

 
