KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

present and entitled to vote there at.
Committee of Board
94. Subject to the restrictions contained in Section 299 of the Act, the Board may delegate any of their powers
to Committee of the Board and the Board may from time to time, revoke and discharge any such committee of the
Board either wholly or in part and either as to persons or purpose, but every Committee of the Board so formed shall
on exercise of powers so delegated conform to any regulations that may from, time to time be, imposed on it by the
Board all acts done by any such Committee of the Board in conformity with such regulations and in fulfillments of the
purpose of their appointment but not or otherwise, shall have the like force and effect as if done by the Board.
Resolution by circulation
98. No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation,
unless the resolution has been circulated in draft, together with the necessary papers, if any to all the Directors,
(including alternate Directors) or to all the members of the Committee of the Board as the case may be than in India
(not being less in number then the quorum fixed for a meeting of the Board or committee, as the case may be) and
to all other Directors or members of the Committee at their usual address in India and has been approved by a
majority of them as are then in India and entitled to vote on the resolution.
99. All acts done by any meeting of the Board or by a Committee of the Board or by any person acting as a
Director shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment
of such Director or persons acting as aforesaid or that they or any of them were disqualified or had vacated office or
that the appointment of any of them had been terminated by virtue of any provisions contained in the Act or these
Articles, be as valied as if every such person had been duly appointed and was qualified to be a Director and had not
vacated his office or his appointment had not been terminated; PROVIDED that nothing in this Article shall be
deemed to give validity to acts done by a Director after his appointment has been shown to the Company to be
invalid or to have determined.
DIVIDENDS AND RESERVES
108. The Company in general meeting may declare dividends but no dividend shall exceed the amount
recommended by the Board and the company in general meeting declare smaller dividend.
(a) Subject to the provisions of Section 205 of the Act, no dividend shall be declared and paid for any
financial year except out of the profit of the Company or out of the moneys provided by the Central Government or
State Government for payment of dividend in pursuance of any guarantee given by such Government and no
dividends shall carry interest as against the company.
(b) Nothing contained in these Articles shall be deemed to effect in any manner the operation of Section
208 of the Act.
109. The Board may, from time to time, pay to the members such interim dividends as appears to it to be
justified by the profits of the Company.
110. (i) The Board may before recommending any dividend set aside out of the profits of the Company such
sums as it thinks proper as a reserve or receives which shall at the discretion of the Board, be applicable for any
purpose to which the profits of the Company may be properly applied including a provision for meeting contingencies
or for equalising dividends and pending such application may at the like discretion, either be employed in the
business of the Company or be invested in such investment (other than shares of the Company) as the Board may,
from time to time, think fit.
(ii) The Board may also carry forward any profits which it may think prudent not to divide, without
setting them aside as a reserve.
(iii) The unpaid or unclaimed dividend shall be dealt with in accordance with Section 205(A) of the
Act and Rules made thereunder.
111. (i) All dividends shall be declared and paid according to the amounts paid or credited as paid on the
shares in respect whereof the dividend is paid but it and so long as nothing is paid upon any of the shares in the
Company, dividends may be declared and paid according to the amounts of the shares.
(ii) All dividends shall be appointed and paid proportionately to the amounts paid or credited as on the
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