GAMMON INDIA LIMITED

DESCRIPTION OF SHARES
Set forth below is certain information relating to the share capital of the Company including a brief summary of
certain of the provisions of the Memorandum and Articles of Association of the Company relating to the rights
attached to its shares.
The following description of shares is subject to and qualified in its entirety by the Company’s Memorandum and
Articles of Association and by the provisions of the Companies Act, which governs its affairs, and other applicable
provisions of Indian law.
General
The authorised share capital of the Company is Rs. 1,760 million comprising of 355,000,000 Equity Shares of face
value Rs. 2 each aggregating to Rs. 710 million and 3,000,000 6% optionally convertible preference shares
aggregating to Rs. 1,050 million.
Dividends
The Company may pay dividends in proportion to the amount paid up or credited as paid up on each share, where a
larger amount is paid up or credited as paid up on some shares than on others. The Company in a general meeting
may declare a dividend to be paid to the members according to their respective rights and interests in the profits, and
subject to the provisions of the Act, may fix the time for payment.
No larger dividend shall be declared than is recommended by the Directors, but the Company in General Meeting
may declare a smaller dividend. No dividend shall be payable except out of the profits of the year or any other
undistributed profits of the Company, and the declaration of the Directors as to the amount of the net profits of the
Company shall be conclusive.
Subject to the provisions of the Act, the Directors may from time to time pay to the members on account of the next
forthcoming dividend such interim dividends as in their judgment the position of the Company justifies.
Subject to applicable provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations
issued thereunder, as amended, all dividends and other distributions declared and payable on the Equity Shares may
be paid by the Company to the holder thereof in Indian Rupees and may be converted into foreign currency and
freely transferred out of the Republic of India without the necessity of obtaining any governmental or regulatory
authorisation or approval in the Republic of India or any political subdivision or taxing authority thereof.
Capitalisation
Any general meeting may upon the recommendation of the capitalisation by Board resolve that any amounts
standing to the credit of the share premium account or the capital redemption reserve account or any monies,
investments or other assets forming part of the undivided profits (including profits or surplus monies arising from
realisation and (where permitted by law) from the appreciation in value of any capital assets of the Company)
standing to the credit of the general reserve, or any reserve fund or any other fund of the Company or is the hands
of the Company and available for dividend be capitalised:
a. by the issue and distribution as fully paid up shares of the Company; or
131