ISMT : Draft Restated Articles of Association

THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

ISMT LIMITED

PRELIMINARY CLAUSE

1. The regulations contained in Table 'F' in the Schedule I of the Companies Act, 2013, as far as the same are applicable to a public company shall apply to the Company, except in so far as they are repeated, contained or expressly made applicable in these Articles or by the said Act.
2. The Company shall be governed by these Articles.

INTERPRETATION CLAUSE

3. [I] In the interpretation of these Articles the following expressions shall, unless repugnant to the subject or context, have the meanings hereby respectively assigned to them.

1. "Act" means the Companies Act, 2013, the relevant provisions of the previous company laws, whichever is applicable, the rules made thereunder and any amendments thereto or re- enactments thereof from time to time.
2. "Annual General Meeting" means a General Meeting held in accordance with the provisions of Section 96 of the Act.
3. "Articles" means the Articles of Association of the Company, including the amendment made thereto from time to time.
4. "Board" or "Board of Directors" means Board of Directors of the Company duly constituted as per the applicable provisions of the Act.
5. "Company" means ISMT Limited.
6. "Depository" shall mean a Depository as defined under Section 2(1)(e) of the Depositories Act, 1996, as amended.
7. "Directors" means the director or directors as the case may be, appointed to the Board in accordance with the Act.
8. "Dividend" includes any interim dividend.
9. "Employee Stock Option" means the option given to the directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a pre-determined price.
10. "Extra-ordinaryGeneral Meeting" means an Extra-ordinary General Meeting duly called and constituted in accordance with the applicable law and any adjourned holding thereof.
11. "Meeting" or "General Meeting" means General Meeting of Members of the Company.
12. "Member" in relation to a company, means -
    (i). the subscriber to the memorandum of the Company who shall be deemed to have agreed to become member of the Company, and on its registration, shall be entered as member in its register of members;
    (ii). every other person who agrees in writing to become a member of the Company and whose name is entered in the register of members of the Company;
    (iii). every person holding shares of the Company and whose name is entered as a beneficial owner in the records of a depository.
13. "Memorandum" means Memorandum of Association of the Company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act.
14. "Month" means a calendar month.
15. "Office" means the Registered Office of the Company.

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1. "Paid-up" means such aggregate amount of money credited as paid-up as is equivalent to the amount received as paid-up in respect of shares issued and also includes any amount credited as paid-up in respect of shares of the Company, but does not include any other amount received in respect of such shares, by whatever name called.
2. "Promoters" shall mean "Promoters" as defined under Section 2(69) of the Act or under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (as amended).
3. "Register of Members" means Register of Members kept pursuant to Section 88 of the Act.
4. "SEBI" means Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992.
5. "Secretary" means Company Secretary within the meaning of Section 2(c) of the Company Secretaries Act, 1980.
6. "Registrar" means the Registrar of Companies, having jurisdiction in area in which the Office of the Company is for the time being situated.
7. "Year" means calendar year and 'Financial Year' shall have the meaning assigned thereto by Section 2(41) of the Act.

1. A reference in the Articles to any specific provision of the Act shall be deemed to include a reference to any other applicable provisions of the Act.

[III] Words importing the masculine gender also include the feminine gender.

[IV] Words importing the singular number include, where the context admits or requires, the plural number and vice versa.

[V] The marginal notes and catch lines hereto shall not affect the construction hereof.

[VI] Save as aforesaid, any words or expressions defined in the Act shall, if inconsistent with the subject or context, bear the same meaning in these Articles.

Provisions contained in these Articles relating to shares shall apply (as far as applicable), mutatis mutandis, to any other securities including debentures of the Company.

SHARE CAPITAL AND VARIATION OF RIGHTS

1. Authorised share capital of the Company shall be as per Clause V of the Memorandum with such rights, privileges and conditions respectively attached thereto as maybe from time to time and the Company may, in conformity with the provisions of the Act, divide, consolidate or increase the share capital from time to time and upon the sub-division of the shares, apportion the right to participate in profits in any manner as between the shares resulting from the sub-division.
2. The Company has power, from time to time, to increase or reduce its authorised or issued and Paid-up share capital, in accordance with the Act, applicable laws and these Articles.
3. Subject to the provisions of the Act and these Articles, the shares in the capital of the Company shall be under the control of the Board who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium, at par or otherwise and at such time as they may from time to time think fit and proper.
4. The share capital of the Company may be classified into shares with differential rights as to dividend, voting or otherwise in accordance with the applicable provisions of the Act.
5. Except as required by law, no person shall be recognised by the Company as holding share upon trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or interest in any fractional part of share or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
6. If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by terms of issue of shares of that class) may, subject to provisions of the Act & whether or not the Company is being wound up, be varied with consent in writing, of such number of holders of issued shares of that class or with sanction of resolution passed at separate meeting of shareholders o that class, as prescribed by the Act.

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10. Notwithstanding anything contained in these Articles but subject to the provisions of Sections 68 to 70 and any other applicable provision of the Act or any other law for the time being in force, the Company may purchase its own shares or other specified securities.

SHARE CAPITAL STAND INCREASED WHERE ORDER IS MADE UNDER SECTION 62 (4)

1. Notwithstanding anything contained in these Articles, where the Central Government has, by an order made under Section 62(4) of the Act, directed that any debenture or loan or any part thereof shall be converted into shares in the Company, the conditions contained in the Memorandum of the Company shall, where such order has the effect of increasing the nominal share capital of the Company, stand altered and the nominal share capital of the Company, shall stand increased by an amount equal to the amount of the value of the shares into which such debentures or loans or part thereof has been converted.
2. Without prejudice to the provisions of these Articles and pursuant to the provisions of Section 62 of the Act it shall be lawful for the Company to issue further shares as the Board thinks fit either at par or at a premium (if necessary, by increasing the authorised share capital of the Company) in favour of any Financial Institution, bank or any other person against conversion of such part of the loans/ debentures as carry a right of conversion stipulated by such Financial Institution, bank or other person and allot such shares in accordance with the applicable provisions under the Act. Such shares shall rank pari passu with the existing shares in the Company except for payment of dividend which will be on a proportionate basis, having regard to the time for which the amount on such share is paid up and the amount paid thereon.

ISSUE OF WARRANTS/ OTHER INSTRUMENTS

13. The Company may from time to time create, offer, issue and allot Warrant(s) and/ or Other Instrument(s), which may entitle the holders thereof to Equity and/ or Preference shares of the Company in such manner, on such terms and conditions and on such price as may be decided by the Company or by the Board in accordance the applicable law.

ISSUE OF EMPLOYEE STOCK OPTIONS

14. The Company may from time to time create, offer, issue & allot Employee Stock in such manner, on such terms & conditions as it may decide in accordance with applicable law.

REDUCTION OF CAPITAL

15. The Company may reduce in any manner and in accordance with the provisions of the Act and subject to, any incident authorised and consent required by law:

1. its share capital; and/or
2. any capital redemption reserve account; and/or
3. any securities premium account.

CONSOLIDATION, DIVISION, SUB DIVISION AND CANCELLATION OF SHARES

16. (1) Subject to the provisions of the Article and the Act, the Company may, in a General Meeting, from time to time alter the conditions of its Memorandum for all or any of the following purposes:

1. increase its authorised share capital by such amount as it thinks expedient;
2. to consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
3. to convert all or any of its fully Paid-up shares into stock and reconvert that stock into fully Paid-up shares of any denomination;
4. to sub-divide its shares or any of them, into shares of smaller amount than is fixed by the Memorandum;
5. to cancel any shares which, at the date of passing of the resolution, have not been taken or agreed to be taken by any persons and diminish the amount of its share capital by the amount of the shares so cancelled.

1. Cancellation of shares in pursuance of the above shall not be deemed to be reduction of share capital within the meaning of the Act.

REGISTER AND INDEX OF MEMBERS

17. The Company shall keep Register & Index of Members in accordance with Section 88 of the Act.

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REGISTER MAY BE KEPT IN ANY COUNTRY OUTSIDE INDIA

18. The Company be entitled to keep in any Country outside India a part of Register of Members/ debenture holders/ any other security holders/ beneficial owners, resident in that country.

SHARE CERTIFICATES

1. (1) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for registration of transfer or transmission or within such other period as the conditions of issue shall be provided-
2. 1. one certificate for all his shares without payment of any charges; or
   2. several certificates, each for one or more of his shares, upon payment of Rs.20/- for each certificate after the first.
   1. Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed by two directors or by a director and the Secretary, wherever the Company has appointed a Secretary:
   2. In respect of any share(s) held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.
3. (1) No Certificate of any share(s) shall be issued either in exchange for those which are sub- divided or consolidated or in replacement of those which are defaced, torn or old, decrepit, worn out or where the pages on reverse for recording transfers has been fully utilized, unless Certificate in lieu of which it is issued is surrendered to the Company. If any certificate is lost or destroyed, the Company may issue a duplicate certificate in lieu of the certificate so lost or destroyed, upon proof thereof to the satisfaction of the Company being provided and on execution of such indemnity as the Company deem adequate. Every share certificate under this Article shall be issued on payment of such fee as Board thinks fit, but not exceeding Rs. 20/- for each certificate.
4. 1. Where a new share certificate has been issued in pursuance of the Article, it shall be in the form and manner stated under the Act and the particulars of every such share certificate shall be entered in a register of Renewed and Duplicate Certificate indicating against the name of the persons to whom the certificate is issued, the number and date of share certificate in lieu of which the new certificate is issued and necessary changes indicated in the Register of Members by suitable cross references in the "Remarks" column.

STAMP DUTY ON DUPLICATE SHARE CERTIFICATES

21. Notwithstanding anything contained in the Articles, the Board may, at its discretion, charge and recover, stamp duty paid/ payable on share certificates issued/ to be issued in replacement of those that are torn, defaced, lost or destroyed or issued/ to be issued on splitting or consolidation of share certificates into denominations other that marketable lots and such payment should be made by the shareholder receiving the certificate prior to the issue of share certificate. The Company would, nevertheless, be entitled to recover the stamp duty on certificates issued in place of those which were earlier in the marketable lot but which were consolidated/ sub-divided into other denominations. This would also apply to issue of certificates in odd lots as a consequence of transfer/ transmission of shares or transposition of names.

COMMISSION

22. (1) The Company may exercise power of paying commissions conferred by Section 40(6) of the Act, provided that the rate per cent or amount of commission paid or agreed to be paid shall be disclosed in the manner required by that Section.

1. The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under Section 40((6) of the Act.
2. The commission may be satisfied by payment in cash or allotment of fully or partly paid-up shares or partly in one way and partly in the other.

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CALLS ON SHARES

23. (1) The Board may, from time to time subject to the terms on which any shares may have been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board, make such calls as it thinks fit upon the Members, in accordance with the Act, in respect of any moneys unpaid on the shares (whether on account of the nominal value of the shares or by way of premium) held by them respectively and each Member shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Board.

1. A call may be revoked or postponed at the discretion of the Board.
2. A call shall be deemed to have been made at the time when the resolution of the Board authorising call was passed and may be required to be paid by installments.

RESTRICTIONS ON POWER TO MAKE CALL

24. Unless the terms of issue of shares otherwise provide, no call shall exceed one fourth of the nominal amount of the share or be made payable at less than one month from the date fixed for the payment of the last preceding call.

NOTICE OF CALL

25. Atleast Fourteen days' notice of any call shall be given by the Company specifying the time and place of payment and the person(s) to whom such call shall be paid.

CALL TO DATE FROM RESOLUTION

26. A call shall be deemed to have been made at the time when the resolution authorizing such call was passed at a meeting of the Board.

LIABILITY OF JOINT HOLDERS

1. The joint holders of shares shall be jointly and severally liable to pay all calls in respect thereof.

CALL TO CARRY INTEREST

1. If any member fails to pay any call due from him on the day appointed for payment thereof or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for payment thereof to the time of actual payment at 10% per annum or at such lower rate, if any, as the Board may determine.

SUMS DEEMED TO BE CALL

29. Any sum which, by terms of issue of shares, becomes payable on allotment or at any fixed date, whether on account of the nominal value of shares or by way of premium, shall for the purpose of these Articles be deemed to be a call duly made and payable, on the date on which by the terms of issue the sum becomes payable and in case of non-payment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified, but nothing in this Article shall render obligatory for the Board to demand or recover any interest from any such Member.

PAYMENT IN ANTICIPATION OF CALLS MAY CARRY INTEREST

30. (1) Board may, if it thinks fit, agree to receive from Members willing to advance the same all or any part of the amounts of their respective shares beyond the sums actually called up and upon moneys so paid in advance or upon so much thereof, from time to time and at any time thereafter, as exceed the amount of calls then made upon and due in respect of shares on account of which such advance are made, the Board may pay or allow interest at such rate not exceeding, unless the Company in general meeting shall otherwise direct, 12% per annum, as may be agreed upon between the Board and the member paying the sum in advance;

(2) No Member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by him until the same would, but for such payment, become presently payable.

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