 

 

92.

 

Prior to undertaking any of the following matters, the Company shall give a prior written
intimation/ notice of at least 1 (one) week to the Qualifying Investors in respect of such
matters unless the meeting of the Board or the Shareholders (as the case may be), where any
of the matters set out below are proposed to be considered, is duly convened at shorter notice
in which case the notice/ intimation will be given within such time as the notice is given for
calling such meeting of the Board or the Shareholders and the Company shall endeavour to
take into consideration any reasonable comments and inputs that the Qualifying Investors
may have on such matters, as notified in writing to the Company in sufficient detail 1 (one)
day prior to such meeting:

@ Sell, take-over, merge or amalgamate any other company into the Company or sell,
merge or amalgamate the Company or a substantial part of the Business into any
other Company or entity (to the extent not covered under sub-clause (ii) below),
enter into any joint venture or strategic partnership or enter into arrangements with
any other Company or entity other than in the Ordinary Course of Business;

(ii) Any transaction which could result in any merger, reorganization, consolidation,
reconstitution or a similar transaction, restructuring or amalgamation of or with the
Company, or any demergers, spin-offs, schemes of arrangement and similar
transactions, division of shares or modification of their nominal value;

(iii) Any declaration of dividend, adoption and alteration of the Company’s dividend
policy or the passing of any resolution to retain or allocate profits;

(iv) Winding up, insolvency or dissolution of the Company;

(v) The creation of any Encumbrance on the assets of the Company or the pledging of
material assets, other than for operating purposes in the Ordinary Course of
Business, including for working capital needs and improvements;

(vi) Any arrangement, consolidation, acquisition or the sale, lease or other disposal of
all or 50% (fifty per cent) or more of the Company’s assets or Business of the
Company;

(vii) | Except in the Ordinary Course of Business, entry into a contract exceeding INR
150,000,000 (Rupees One Hundred Fifty Million only) under a single contract;

(viii) Any alteration or change in the rights, privileges or preferences of the Securities
held by the Investors;

(ix) Entering, causing or allowing the Company to enter into any agreements that impair
or violate or could impair or violate the rights of any of the Investors, as the case
may be or grant any other investors in the Company any right that may adversely
affect the rights of the Investors, as the case may be;

(x) Any sale of all or substantially all the intellectual property rights of the Company;

(xi) Acquisition by the Company of any share capital of any body corporate of any
direct or indirect interest, in any manner whatsoever, in any Person, other than
investments in the Ordinary Course of Business;

(xii) | To amend, change or modify the main objects of the Memorandum as set out in
Article III therein, other than in relation to the Company’s conversion to a small
finance bank; or

(xiii) Any reduction of capital or share repurchase, other than any repurchase of shares
under employee stock option arrangements.

Provided that in the case of an overlap between the matters listed in Article 88 and the
matters listed in this Article, the Company shall be required to comply with the provisions
of this Article and prior intimation to the Qualifying Investors will be taken to be sufficient
compliance for the purposes of this Article, and therefore, no intimation will be required to
be specifically given to the Shareholders under this Article.

 

Matters for which
prior intimation to
be given to the
Qualifying
Investors

 

433

 
