Company to the Fund established under sub-section (1) of Section 125 of the Companies Act, 2013,
viz. “Investors Education and Protection Fund”;

154.b. No unpaid or unclaimed Dividend shall be forfeited by the Board before the claim becomes barred by
Law.

CHIEF EXECUTIVE OFFICER, MANAGER ETC.

155. Subject to the provisions of the Act and the Rules, a chief executive officer, manager, company
secretary and chief financial officer 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, company
secretary and chief financial officer 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.

MANAGING AND WHOLE-TIME DIRECTORS

156.a Subject to the provisions of the Companies Act, the Directors may from time to time appoint one or
more of their body to be the Managing Director and/or Whole time Director of the Company, in
accordance with the provisions of the Act and the Rules;

156.b A Managing Director and/or Whole time Director so appointed shall exercise the powers and
authorities conferred upon him by an agreement entered into between him and the Company and/or by
a Resolution of the Board and be subject to the obligations and restrictions imposed upon him thereby
or by the Act.

CAPITALIZATION OF RESERVES
159.1 The Company in a General Meeting may, upon the recommendation of the Board, resolve:

a. that it is desirable to capitalise any part of the amount for the time being standing to the credit
of any of the Company’s reserve accounts, or to the credit of the Profit and Loss account, or
otherwise available for distribution; and

b. that such sum be accordingly set free for distribution in the manner specified in clause (2)
amongst the members who would have been entitled thereto, if distributed by way of dividend
and in the same proportions.

159.2 The sums aforesaid shall not be paid in cash but shall be applied subject to the provisions contained in
clause (3) either in or towards:

i paying up any amounts for the time being unpaid on any shares held by such members
respectively;

ii paying up in full, unissued shares of the Company to be allotted and distributed, credited as
fully paid up, to and amongst such members in the proportions aforesaid; or

iii partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii).

159.3. A Securities Premium Account, Share Premium Account and Capital Redemption Reserve Account
may, for the purposes of this regulation, only be applied in the paying up of unissued shares to be
issued to members of the Company and fully paid bonus shares.

INDEMNITY
Indemnity

177. Subject to the provisions of the Companies Act, every Director, Manager, Managing Director, Auditor,
Secretary and other officer or servants of the Company shall be indemnified by the Company against,
and it shall be the duty of the Directors out of the funds of the Company to pay all cost, losses and
expenses which any such officer or servant may incur or become liable to by reason of any contract
entered into, or act or thing done by him as such officer or servant, or in any way in the discharge of his
duties, and the amount for which such indemnity is provided shall immediately attach as a lien on the
property of the Company, and have priority as between the members over all other claims.

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