APR Constructions Limited - Saffron Capital

SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
Capitalized terms used in this section have the meaning that has been given to such terms in the Articles of
Association of the Company.
Pursuant to Schedule II of the Companies Act and the SEBI (ICDR) Regulations, the main provisions of the Articles
of Association of the Company are detailed below:
PRELIMINARY
1. No regulation contained in Table A in the First schedule to the Companies Act, 1956, or in the schedule to any
previous Companies Act, shall apply to the Company, but the regulations for the management of the company
and for the observance of the members thereof and their representatives, shall subject to any exercise of the
statutory powers of the company with reference to the repeal or alteration of, or addition to its regulations by
Special Resolution, as prescribed by the said Companies Act, 1956, be such as are contained in these Articles.
3. SHARE CAPITAL
“The Authorized Share Capital of the company shall be as mentioned in the Clause V (a) of the Memorandum
of Association of the company”
The company in general meeting may, from time to time, by an ordinary resolution increase the authorized share
capital by such sum and to be divided into Shares of such amount as may be prescribed by the resolution. Subject to
the provisions of the Act, any share of the original or increased capital shall be issued upon such terms and conditions
and with such rights and privileges annexed thereto, as the General Meeting resolving upon the creation thereof; shall
direct, and if so direction be given, as the Directors shall determine and in particulars, such shares may be issued with
a preferential or qualified right to dividends, and in the distribution of assets of the company in conformity with
Section 87 and 88 of the Act. Whenever the capital of the Company has been increased under the provisions of this
Article, the Directors shall comply with the provisions of Section 97 of the Act.
4. REDEEMABLE PREFERENCE SHARES
Subject to the provisions of Section 80 of the Act, the Company shall have the power to issue Preference Shares,
which are, or at the opinion of the Company are, liable to be redeemed and the resolution authorizing such issued
shall prescribe the manner, terms and conditions of redemption. The holder of Preference Shares shall have a right
to vote only on Resolutions, which directly affect the rights attached to his Preference Shares.
5. PROVISION TO APPLY ON ISSUE OF REDEEMABLE PREFERENCE SHARES
On the issue of Redeemable Preference Shares following provisions shall take effect:
(a) No such shares shall be redeemed except out of the profits of the company, which would otherwise be
available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of redemption.
(b) No such shares shall be redeemed unless they are fully paid;
(c) The premium, if any, payable on redemption must have been provided for out of the profits of the Company
or the Company‟s premium account before the shares are redeemed;
(d) Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, shall out of profits
which would otherwise have been available for dividends be transferred to a reserve fund to be called the
“Capital Redemption Reserve Account”, a sum equal to the nominal amount of the shares redeemed and the
provisions of the Act relating to the reduction of the share capital of the Company shall, except as provided
in Section 80 of the Act, apply as if the Capital Redemption Reserve Account were paid-up share capital of
the Company.
(e) Subject to the provisions of Section 80 of the Act. The redemption of preference shares hereunder may
be affected in accordance with the terms and conditions of their issue and in the absence of any specific
terms and conditions in that behalf, in such manner as the Directors may think fit.
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