sejal architectural glass limited - Securities and Exchange Board of ...

SECTION X– DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY
Pursuant to the provisions of Schedule II of the Companies Act and the SEBI Guidelines, the main
provisions of the Articles of Association relating to voting rights, dividend, lien, forfeiture,
restrictions on transfer and transmission of Equity Shares and other main provisions are as detailed
below. Each provision herein below is numbered as per the corresponding article number in the
Articles of Association and capitalized terms used in this section have the meaning that has been
given to such terms in the Articles of Association of our Company.
CAPITAL AND INCREASE AND REDUCTION OF CAPITAL
Title of Article Article Number and contents
3.
Share Capital The Authorised Share Capital of the Company shall be such amount, divided into
such class(es) denomination(s) and number of shares in the Company as stated in
Clause V of the Memorandum Of Association of the Company, with power to increase
or reduce such Capital from time to time and power to divide the shares in the
Capital for the time being into other classes and to attach thereto respectively such
preferential, convertible, deferred, qualified, or other special rights, privileges,
conditions or restrictions and to vary, modify or abrogate the same in such manner as
may be determined by or in accordance with the regulations of the Company or the
provisions of the Company or the provisions of the law for the time being in force.
Increase of capital
by the Company
how carried into
effect
New Capital same
as existing capital
Non Voting Shares
Redeemable
Preference Shares
4.
The Company may in General Meeting from time to time by Ordinary Resolution increase
its capital by creation of new Shares which may be unclassified and may be classified at the
time of issue in one or more classes and of such amount or amounts as may be deemed
expedient. The new Shares shall be issued upon such terms and conditions and with such
rights and privileges annexed thereto as the resolution shall prescribe and in particular,
such Shares may be issued with a preferential or qualified right to dividends and in the
distribution of assets of the Company and with a right of voting at General Meeting 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 97of the Act
5.
Except so far as otherwise provided by the conditions of issue or by These Presents, any
capital raised by the creation of new Shares shall be considered as part of the existing
capital, and shall be subject to the provisions herein contained, with reference to the
payment of calls and instalments, forfeiture, lien, surrender, transfer and transmission,
voting and otherwise.
6.
The Board shall have the power to issue a part of authorised capital by way of non-voting
Shares at price(s) premia, dividends, eligibility, volume, quantum, proportion and other
terms and conditions as they deem fit, subject however to provisions of law, rules,
regulations, notifications and enforceable guidelines for the time being in force.
7.
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 option of the Company, liable
to be redeemed and the resolution authorising such issue shall prescribe the
manner, terms and conditions of redemption.
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