(1009)

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gÁdå ¸ÀPÁðgÀzÀ ªÀÄÄRå DzÉÃ±ÀUÀ¼ÀÄ ºÁUÀÆ ¸ÀÄvÉÆÛÃ¯É ªÀÄÄAvÁzÀ

J¯Áè E¯ÁSÉUÀ½UÀÆ ¸ÀA§A¢ü¹zÀ DzÉÃ±ÀUÀ¼ÀÄ

INFRASTRUCTURE DEVELOPMENT SECRETARIAT

Sub :

Formation of Joint Venture Company between the State Government (KSIIDC) and GAIL Gas Limited

for implementation of City Gas Distribution Project in the State.

Read :

G.O. No. IDD 14 UIP 2008 dated 25.11.2009

G.O. No. IDD 18 UIP 2010 dated 20.01.2011

Letter No. GM/CGD/313/2015-16 dated 16.05.2015

G.O. No. IDD 14 UIP 2014 dated 26.10.2015

Letter No.ED(i/c)/CGD/2093/2016-17 dated 18.11.2016

Preamble :

A Memorandum of Understanding (MOU) between the State Govt. and GAIL (India) Ltd. was entered into on 29.04.2009 for

development of infrastructure for transportation & distribution of natural gas in different parts of the State. In the Government

Order read at Sl. No.(1) above, Karnataka State Industrial & Infrastructure Development Corporation Limited (KSIIDC) has

been designated as the Nodal Agency to co-ordinate matters for the successful implementation of natural gas pipeline project.

GAIL (India) Limited has successfully laid & commissioned the trunk pipeline for transportation of natural gas from Dabhol to

Bangalore, with a total capacity of 16 Million Metric Standard Cubic Meter Per Day (MMSCMD).

In the Government Order read at Sl. No. (2) above, approval was accorded :

(a)

for formation of a Joint Venture Company between GAIL/GAIL Gas Ltd and KSIIDC (on behalf of State Govt) for the city

gas distribution project;

(b) to enter into a Joint Venture Agreement between GAIL/ GAIL Gas Ltd and KSIIDC(on behalf of State Govt.)

(c)

KSIIDC to invest upto Rs. 24 crore on behalf of the State Govt. being 24% of the equity share capital of the JV Company

out of the authorized share capital of Rs.100 crore.

In the letter read at (3) above, the Managing Director, KSIIDC, has informed that before the incorporation of the joint venture

company, GAIL Gas Ltd. was successful in getting the City Gas Distribution project for Bengaluru Geographical area from

Petroleum and Natural Gas Regulatory Board (PNGRB); that in view of high cost of the project and high performance

guarantee submitted by GAIL Gas Ltd. to PNGRB, the proposed JV Company may not be able to infuse high equity

contribution in the project and it could be an umbrella company to take forward the project.

In the Government Order read at Sl. No. (4) above, approval was given for formation of JV company, name and logo of the

company, the maximum equity of the State Government, nomination of two Directors from the State Government on the Board

of Directors of the company- one will be Chairman and the other will be Director (Finance) on whole time basis; and that GAIL

Gas Ltd or its consortium would participate in the bids to be invited by PNGRB, and if selected, GAIL Gas Ltd. may promote

another company wherein the JV company may invest limited portion of equity in such company and perform an appropriate

role.

¸ÀA¥ÀÄl 152

Volume 152

¨ÉAUÀ¼ÀÆgÀÄ, UÀÄgÀÄªÁgÀ, dÄ¯ÉÊ 20, 2017 (DµÁqsÀ 29, ±ÀPÀ ªÀµÀð 1939)

Bengaluru, Thursday, July 20, 2017 (Ashadha 29, Shaka Varsha 1939)

¸ÀAaPÉ 29

Issue 29

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In the letter read at (5) above, the Managing Director, KSIIDC, has informed that in view of amendment to the Companies Act 1956, the Memorandum of Association and Articles of Association

have to be redrafted as per Companies Act, 2013 and has sought the approval for the amendments / modifications to Memorandum of Association and Articles of Association. The Government has

examined the proposal and hence the following order.

Government Order No. IDD 49 UIP 2016, Bengaluru, Dated: 22.05.2017

Under the circumstances explained in the preamble, Government is pleased to accord approval for the following:

to incorporate the modifications in the Memorandum of Association and Articles of Association of the proposed Joint Venture Company viz., “Karnataka Natural Gas Limited” as detailed in the

Annexure.

to complete the process of registration of the JV company by making such other modifications that may be required by the Registrar of Companies in the Memorandum of Association and

Articles of Association as per the provisions of the Companies Act, 2013 in consultation with the concerned departments without again being placed before the Cabinet.

This order is issued with the concurrence of Finance Department vide Note No. FD 148 Exp-1/2017 dated 05.05.2017 and concurrence of Law, Justice and Human Rights Department vide note no.

Law 37(T) OPN 2017 dated 30.03.2017.

By order and in the name of the Governor of Karnataka

M. Venkatesh Murthy

Under Secretary to Government,

Infrastructure Development Department.

ANNEXURE to Government Order No. IDD 49 UIP 2016 dated 22.05.2017

APPORVED CHANGES TO BE MADE IN THE MOA and AOA AS PER COMPANIES ACT,2013

Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

CHANGES TO BE EFFECTED IN APPROVED MOA

TITLE

THE COMPANIES ACT,1956

THE COMPANIES ACT, 2013

Only change in the title and there is

no Financial Impact.

III – The objects for which the

Company is established are:

SUB CLAUSE A

(HEADINGS)

A. THE MAIN OBJECTS TO BE PURSUED BY THE

COMPANY ON ITS INCORPORATION ARE:

(5 Objectives listed under the head)

OBJECTS TO BE PURSUED BY THE COMPANY

ON ITS INCORPORATION ARE :

(5 Objectives listed under the head will remain same –

No Change required)

Only change in the title and there is

no Financial Impact.

SUB CLAUSE B

(HEADINGS)

B. THE OBJECTS ANCILLARY OR INCIDENTAL

TO THE ATTAINMENT OF MAIN OBJECTS

ARE:

(Item No.1 to 44)

THE OTHER OBJECTS ARE:

(Item No.1 to 3)

MATTERS

WHICH

ARE

NECESSARY

FOR

FURTHERENCE OF THE OBJECTS SPECIFIED IN

CLAUSE III SUB CLAUSE (A) ARE :-

(Item No.1 to 44 and Item No.1 to 3 in the original

documents will be renumbered as item No.1 to 47

under this heading)

Only change in the title and as per

the requirement of Compliance with

2013 Act, and there is no Financial or

other impact

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

CHANGES TO BE EFFECTED IN APPROVED AOA

Title

The Companies Act 1956

The Companies Act 2013

Preliminary - 1(ii)

TABLE A of the Companies Act, 1956

To TABLE F of the Companies Act, 2013

Only change in reference to title and

has no Financial Impact.

Definitions and Interpretations –

Clause 2(ii) (a) ACT

“ACT” shall mean the Companies Act, 1956 and the

rules framed there under and any statutory modification

or re-enactment thereof for the time being in force. Any

reference to the provisions of the Act in these

Articles shall where applicable mean to include

references to the notified provisions of the

Companies Act, 2013 and such notified provisions

of the Companies Act 2013, shall replace the

corresponding provisions of the Act. ;

“ACT” shall mean the Companies Act, 2013 to the

extent notified and Companies Act 1956 to the extent

are in force, the rules framed there under and any statutory

modification or re-enactment thereof for the time being in

force.

Change of definition in accordance

with the requirement of present

situation, which has no Financial

Impact.

Definitions and Interpretations

Clause 2(ii) (b)

Affiliate

“Affiliate”with respect to any Person (including a

Shareholder), shall mean any other Person which,

directly or indirectly, is a holding company or subsidiary

of such first named Person or which, directly or

indirectly (a) owns or controls such first named Person;

or (b) is owned or controlled by such first named

Person; or (c)is under the same management of the

Person as defined under Section 370 of the

Companies Act, 1956. For the purposes of these

Articles, the meaning of the terms “control” or

“controlled” shall include the power to direct the

management, operations and/or policies of such first

named Person, and also the beneficial ownership,

directly or indirectly, of more than 51% of the voting

securities of such entity and the terms “holding

company” and “subsidiary” shall have the meanings

ascribed to them under Section 4 of the Companies

Act,1956;

“Affiliate”with respect to any Person (including a

Shareholder), shall mean any other Person which, directly

or indirectly, is a holding company or subsidiary of such first

named Person or which, directly or indirectly (a) owns or

controls such first named Person; or (b) is owned or

controlled by such first named Person; or (c)is under the

same management of the Person.For the purposes of these

Articles, the meaning of the terms “control” or “controlled”

shall be as defined in Section 2(27) of the Act, which

include the right to appoint majority of the directors or

to control the management or policy decisions

exercisable by a person or persons acting individually

or in concert, directly or indirectly, including by virtue

of their shareholding or management rights or

shareholders agreements or voting agreements or in

any other manner;

Change of the definition in

accordance with the

provisions/sections of Companies

Act, 2013, which has no Financial

Impact.

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Definitions and Interpretations–

Clause 2(ii) (c)

“Agreement” shall mean the Shareholders Agreement

dated [Mention date]executed by GAIL Gas, KSIIDC

and the Company, along with the annexures thereto as

modified or altered from time to time by agreement in

writing between the parties thereof;

“Agreement” shall mean the Shareholders Agreement dated

[______2015] executed by GAIL Gas, KSIIDC and the

Company, along with the annexures thereto as modified or

altered from time to time by agreement in writing between

the parties thereof;

Only a reference to agreement and

does not have any financial

implication.

Definitions and Interpretations –

Clause 2(ii) (k)

“The Board” or “Board of Directors” shall mean the

Board of Directors of the Company.

Board of Directors” or “Board”, in relation to a company,

means the collective body of the directors of the company;

Change of definition is in accordance

with the provisions of Companies Act,

2013,which has no Financial Impact.

Definitions and Interpretations –

Clause 2(ii) (u)

Companies Act

Companies Act” means the Companies Act, 1956 and

includes any statutory modifications thereto or re-

enactment or replacement thereof

“Companies Act” means the Companies Act, 2013 to the

extent notified and Companies Act 1956 to the extent are in

force, the rules framed there under and any statutory

modification or re-enactment thereof for the time being in

force.

Change of definition is in accordance

with the provisions of Companies Act,

2013 and has no Financial Impact.

Definitions and Interpretations

Clause 2(ii) (cc)

Debentures

"Debentures" shall mean and includes debenture stock,

bonds and any other securities of a company, whether

constituting a charge on the assets of the company or

not;

"Debentures" shall mean and includes debenture stock,

bonds and any other Instruments of a company

evidencing a debt, whether constituting a charge on the

assets of the company or not;

Change of definition is in accordance

with the provisions of Companies Act,

2013 and has no Financial Impact.

Definitions and Interpretations

Clause 2(ii) (dd)

Dividend

“Dividend” shall include interim dividend and bonus

“Dividend” includes any interim dividend

Change of definition is in accordance

with the provisions of Companies Act,

2013 and has no Financial Impact.

Definitions and Interpretations –

Clause 2(ii) (ss)

Government Company

“Government Company” has the meaning given to such

term under Section 617 and Section 619-B of the

Companies Act, 1956

“Government Company”has the meaning given to such term

under Section 2(45) of the Companies Act, 2013;

Change of definition is in accordance

with the provisions of Companies Act,

2013 and has no Financial Impact.

Definitions and Interpretations –

Clause 2(ii) (hhh)

Regulation(s)

“Regulation(s)” shall mean the regulations contained in

Table A of Schedule 1 of the Act;

“Regulation(s)” shall mean the regulations contained in

Table F of Schedule 1 of the Act;

Change of definition is in accordance

with the provisions of Companies Act,

2013 and has no Financial Impact.

Definitions and Interpretations –

Clause 2(ii) (mmm)

“Shares” shall mean the shares issued by the Company.

“share” means a share in the share capital of a company

and includes stock;

Change of definition is in accordance

with the provisions of Companies Act,

2013 and has no Financial Impact.

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Company is Public Company –

Clause 3.

The Company is a public Company within the meaning

of the Companies Act, 1956

The Company is a public Company within the meaning of

Sec 2(71) of the Companies Act, 2013

Change of definition is in accordance

with the provisions of Companies Act,

2013 and has no Financial Impact.

Share Capital

Clause 5 (a).

a. The aggregate amount of the authorised share

capital of the Company is Rs. 1,00,00,00,000 (Rupees

One Hundred Crores Only) divided into 10,00,00,000

(Ten crores ) Equity Shares of Rs. 10/- (Rupees Ten

Only) each. The issued, subscribed and paid-up capital

as of the Effective Date is Rs. 5,00,000/- (Rupees Five

Lakhs Only) which is divided into 50,000 (Fifty

Thousand)Equity Shares of Rs. 10 (Rupees Ten Only)

each. Except as permitted in the Agreement, the Equity

Shares shall until induction of the Investors within 5

years in the Company at all times be held by each of the

Shareholders (either in their own names or through their

Affiliates) as follow.

The Authorised Share Capital of the Company shall be such

amount and be divided into such shares as may from time to

time, be provided in clause 5th of Memorandum of

Association.

Except as permitted in the Shareholder Agreement dt.--------

----, the Equity Shares shall until induction of the Investors

within 5 years in the Company at all times be held by each

of the Shareholders (either in their own names or through

their Affiliates) as follow:

This clause has been changed to suit

the format specified in Table F to

Schedule I to Companies Act, 2013.

This change has no Financial Impact.

Sl.

Party

Equity

Amount

(Rs)

Percentage

in Paid-up

Equity

Share

Capital

Sl.

No.

Party

Equity

Percentage

in Paid-up

Equity

Share

Capital

GAIL Gas

and its

affiliates

50%

GAIL Gas and its

affiliates

50%

KSIIDC

and its

affiliates

50%

KSIIDC and its

affiliates

50%

The Equity Shares for induction of Strategic Investors

within first 5 years in the Company at all times be held

The Equity Shares for induction of Strategic Investors within

first 5 years in the Company at all times be held by each of

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

by each of the Shareholders (either in their own names

or through their Affiliates) as follow.

the Shareholders (either in their own names or through their

Affiliates) as follow.

Party

Equity

Amoun

t (Rs)

Percent

age in

Paid-up

Equity

Share

Capital

GAIL Gas

and its

affiliates

[*] Equity

26%

KSIIDC

and its

affiliates

[*] Equity

24%

Strategic

Investors

[*] Equity

50%

Sl.

No.

Party

Equity

Percentage

in Paid up

Equity

Share

Capital

GAIL Gas and its

affiliates

[*] Equity

26%

KSIIDC and its

affiliates

[*] Equity

24%

Strategic

Investors

[*] Equity

50%

The infusion of further capital into the Company by the

Sponsors and by Investors shall occur in accordance

with such timelines as may be determined by the Board.

The Investors shall be issued Equity Shares or any

other instruments convertible into Equity Shares in the

Company at such value as determined by the Board. At

the time of induction of Investors, the Company shall

issue such further shares to GAIL Gas at par as

determined by the Board and the Parties shall perform

such actions as may be required to achieve the

shareholding pattern. Their shareholder pattern shall

ensure that the company shall remain a non-Govt.

Company. After the induction of the Investors, subject to

Applicable Law, the shareholding will be as follows:

The infusion of further capital into the Company by the

Sponsors and by Investors shall occur in accordance with

such timelines as may be determined by the Board. The

Investors shall be issued Equity Shares or any other

instruments convertible into Equity Shares in the Company

at such value as determined by the Board. At the time of

induction of Investors, the Company shall issue such further

shares to GAIL Gas at par as determined by the Board and

the Parties shall perform such actions as may be required to

achieve the shareholding pattern. Their shareholder pattern

shall ensure that the company shall remain a non-Govt.

Company. After the induction of the Investors, subject to

Applicable Law, the shareholding will be as follows:

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Sl.

No.

Party

Equity

Amo

unt

(Rs)

Percentag

e in Paid-

up Equity

Share

Capital

GAIL Gas

and its

affiliates

[*]

Equity

26%

KSIIDC

and its

affiliates

[*]

Equity

24%

Strategic

Investors

[*]

Equity

50%

Party

Equity

Percent

age in

Paid-up

Equity

Share

Capital

GAIL Gas and

its affiliates

[*] Equity

26%

KSIIDC and its

affiliates

[*] Equity

24%

Strategic

Investors

[*] Equity

50%

Company’s share not to be

purchased –

Clause 6.

No part of the funds of the Company shall be employed

in the purchase of or in loan upon the security of the

Shares of the Company except in accordance with the

provisions of Sections 77 and 77A of the Act.

No part of the funds of the Company shall be employed in

the purchase of or in loan upon the security of the Shares of

the Company except in accordance with the provisions of

Sections 67 and 68 of the Act.

Change is only to reproduce the

provisions/Sections

Companies

Act, 2013 and has no Financial

Impact.

Power to pay Commission and

Brokerage –

Clause 8.

The Company may exercise the powers of paying

commissions and brokerage subject to and in

accordance with the provisions of Section 76 of the Act.

The Company may exercise the powers of paying

commissions and brokerage subject to and in accordance

with the provisions of Section 40 of the Act.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact.

Issue of Redeemable

Preference Shares -

Clause 9.

The Company may subject to and in accordance with

the provisions of Section 80 of the Act and any other

applicable laws, shall have the power to issue

Redeemable Preference Shares on such terms and

conditions as may from time to time think fit.

The Company may subject to and in accordance with the

provisions of Section 55 of the Act and any other applicable

laws, shall have the power to issue Redeemable Preference

Shares on such terms and conditions as may from time to

time think fit.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact.

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Issue of further shares –

Clause 10.

Without prejudice to the provisions of these Articles and

pursuant to the provision of Section 81 of the Act, it

shall be lawful for the Company to issue further shares

in the manner set out in Section 81 of the Act as the

Board thinks fit either at par or at a premium (if

necessary, by increasing the authorized capital of the

Company). Such shares shall rank pari passu with the

existing Shares of the Company except for payment of

dividend, which will be on a proportional basis.

The Board may from time to time make a rights issue in

accordance with the provisions of the Act, subject to the

restrictions provided in the Agreement between the

Shareholders. The Shareholders shall have the right to

renounce its rights share in favour of its Affiliate who

shall be bound by the terms of the Agreement by

signing a Deed of Adherence in a manner set out in the

Agreement.

Without prejudice to the provisions of these Articles and

pursuant to the provision of Section 62 of the Act, it shall be

lawful for the Company to issue further shares in the manner

set out in Section 62 of the Act as the Board thinks fit either

at par or at a premium (if necessary, by increasing the

authorized capital of the Company). Such shares shall rank

pari passu with the existing Shares of the Company except

for payment of dividend, which will be on a proportional

basis.

The Board may from time to time make a rights issue in

accordance with the provisions of the Act, subject to the

restrictions provided in the Agreement between the

Shareholders. The Shareholders shall have the right to

renounce its rights share in favour of its Affiliate who shall

be bound by the terms of the Agreement by signing a Deed

of Adherence in a manner set out in the Agreement.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact.

Shares with differential voting

rights -

Clause 11

Subject to Section 86 of the Act, the Company shall

have the power to issue shares with differential rights as

to dividend, voting or otherwise in accordance with the

Companies (Issue of Share Capital with Differential

Voting Rights) Rules, 2001.

Subject to Section 43 of the Act, the Company shall have

the power to issue shares with differential rights as to

dividend, voting or otherwise in accordance with the

Companies (Share Capital and Debentures) Rules, 2014.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact.

Buy-back of Shares/securities-

Clause 12

The Company subject to and in accordance with the

provisions of the Companies Act, 1956, Securities &

Exchange Board of India Act, 1992, any other

Applicable Law shall have powers to buy-back any of its

own shares and/or other Securities.

The Company subject to and in accordance with the

provisions of the Companies Act, 2013, Securities &

Exchange Board of India Act, 1992, any other Applicable

Law shall have powers to buy-back any of its own shares

and/or other Securities.

Change is only to refer provisions/

Sections of Companies Act, 2013 and

has no Financial Impact.

Allotment of shares -

Clause 13 (b)

The Board shall observe the restrictions contained in

Sections 69 and 70 of the Act as to allotment of Shares

to the public and shall cause to be made the Returns as

to all allotments provided for in Section 75 of the Act.

The Board shall observe the restrictions contained in

Sections 39 of the Act as to allotment of Shares to the

public and shall cause to be made the Returns as to all

allotments provided for in Section 39 of the Act.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact.

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Trusts not recognized

Clause 17

Save as herein otherwise provided, the Company shall

be entitled to treat the person, whose name appears in

the register in respect of any shares, as the absolute

owner thereof and accordingly shall not, except as

ordered by a Court of competent jurisdiction or as

required under Section 187C of the Act or by any

Applicable Law, be under any obligation to recognize

any trust, benami or equitable contingent or any other

claim to interest (future or partial) in such share on the

part of any other person whether or not it shall have

express or other notice thereof.

Save as herein otherwise provided, the Company shall be

entitled to treat the person, whose name appears in the

thereof and accordingly shall not, except as ordered by a

Court of competent jurisdiction or as required under Section

89 of the Act or by any Applicable Law, be under any

obligation to recognize any trust, benami or equitable

contingent or any other claim to interest (future or partial) in

such share on the part of any other person whether or not it

shall have express or other notice thereof.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact.

Share Certificates

Clause 21

Subject to the provisions of the Companies (Issue of

Share Certificates) Rules, 1960 or any statutory

modification or enactment thereof, share certificates

shall be issued as follows:-

The certificates of title to shares and duplicates thereof

when necessary shall be issued under the Seal of the

Company which shall be affixed in the presence of (i)

two Directors and (ii) the Secretary or some other

person/official duly authorized by the Board for the

purpose.

Subject to the provisions of the Companies (Share Capital

and Debentures) Second amendment Rules, 2015 or any

statutory

modification

enactment

thereof,

certificates shall be issued as follows:-

The certificates of title to shares and duplicates thereof

when necessary may be issued under the Seal, if any, of

the Company which shall be affixed in the presence of, and

signed by (i) two Directors and (ii) the Secretary or some

other person/official duly authorized by the Board for the

purpose.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact.

Securities in depositories to be

in fungible form

Clause 35

All

securities

held

depository

shall

dematerialized and be in fungible form. Nothing

contained in Section 153 of the Act shall apply to a

depository in respect of the securities held by it on

behalf of the beneficial owners.

All securities held by a depository shall be dematerialized

and be in fungible form. Nothing contained in Section 89 of

the Act shall apply to a depository in respect of the

securities held by it on behalf of the beneficial owners.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact.

Transfer of securities

Clause 38

Nothing contained in Section 108 of the Act or these

Articles shall apply to a transfer of securities effected by

a transferor and transferee both of whom are entered as

beneficial owners the records of a depository

Nothing contained in Section 56 of the Act or these Articles

shall apply to a transfer of securities effected by a transferor

and transferee both of whom are entered as beneficial

owners the records of a depository

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact.

1018

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

When interest on Call payable

Clause 46

If the sum payable in respect of any call or installment be

not paid on or before the day appointed for payment

thereof the holder for the time being of the share in

respect of which such call or installment shall be due

shall be liable to pay interest for the same at such rate

as may be determined by the Board, from the day

appointed for payment thereof to time of actual payment.

The Directors may waive payment of that interest wholly

or in part. But no Member shall be entitled to such waiver

save as a matter of grace and favor.

If the sum payable in respect of any call or installment be

not paid on or before the day appointed for payment

thereof the holder for the time being of the share in respect

of which such call or installment shall be due shall be liable

to pay interest for the same at 10% or such rate as may be

determined by the Board, from the day appointed for

payment thereof to time of actual payment. The Directors

may waive payment of that interest wholly or in part. But no

Member shall be entitled to such waiver save as a matter of

grace and favor.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013, which specifies minimum

rate of interest and continues to have

Financial impact similar to that of the

provision

prevailing

before

the

proposed changes.

Calls paid in advance

Clause 49

The Board may, if it thinks fit receive, from any Member

willing to advance the same, all or any part of the

moneys due upon the share or shares held by him

beyond the sums actually called for, and upon the

moneys so paid in advance or so much thereof as from

time to time exceeds the amount of the calls then made

upon the share or shares in respect of which such

advance has been made, the Company may pay

interest at such rate as shall be determined by the

Board to the Member paying such sum in advance.

Money so paid in excess of the amount of calls shall not

rank for dividend or participate in profits.

The Board may, if it thinks fit receive, from any Member

willing to advance the same, all or any part of the moneys

due upon the share or shares held by him beyond the sums

actually called for, and upon the moneys so paid in advance

or so much thereof as from time to time exceeds the amount

of the calls then made upon the share or shares in respect

of which such advance has been made, the Company may

pay interest at 12% or such rate as shall be determined

by the Board to the Member paying such sum in advance.

Money so paid in excess of the amount of calls shall not

rank for dividend or participate in profits.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013, which specifies minimum

rate of interest and continues to have

Financial impact similar to that of the

provision

prevailing

before

the

proposed changes.

Nomination

Clause 73

Subject to, and in accordance with, sections 109A and

109B of the Act:

(Other part of the article remains same)

Subject to, and in accordance with, sections 72 and 56 of

the Act:

(Except for the reference to sections other part of the article

remains same – other part of the clause not repeated here,

as the clause runs to 3 to 4 pages)

Change is to specify/ provisions

Sections of Companies Act, 2013 and

has no Financial Impact on the

Company.

Form of Instrument of Transfer

Clause 75

The instrument of transfer of any share shall be in

writing and all provisions of Section 108 of the Act and

of any statutory modification thereof, for the time being

shall be duly complied with in respect of all transfers

shares and of the registration thereof.

The instrument of transfer of any share shall be in writing

and all provisions of Section 56 of the Act and of any

statutory modification thereof, for the time being shall be

duly complied with in respect of all transfers shares and of

the registration thereof.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

¨sÁUÀ 1

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1019

Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Refusal to register transfer

Clause 76

Subject to the provisions of these Articles and subject to

the provisions of Section 111 of the Act and subject to

the provisions of the Securities Contracts (Regulation)

Act, 1956 and the Rules and Regulations made there

under and other applicable laws, the Directors may, in

their absolute discretion decline to register any transfer

of shares.

The Company may decline to register a transfer of

shares in respect of the shares upon which the

Company has a lien or whilst any monies in respect of

the shares desired to be transferred or any of them

remain unpaid and such refusal shall not be affected by

the fact that the proposed being either alone or jointly

with any other person or persons indebted to the

Company on any account whatsoever.

Nothing in Sections 108, 109 and 110 of the Act shall

prejudice the power to refuse to register transfer or

transmission by operation of law of the rights to, or

interest of a member in any Shares, debentures or other

securities of the Company.

Subject to the provisions of these Articles and subject to the

provisions of Section 58 of the Act and subject to the

provisions of the Securities Contracts (Regulation) Act, 1956

and the Rules and Regulations made there under and other

applicable laws, the Directors may, in their absolute

discretion decline to register any transfer of shares.

The Company may decline to register a transfer of shares in

respect of the shares upon which the Company has a lien or

whilst any monies in respect of the shares desired to be

transferred or any of them remain unpaid and such refusal

shall not be affected by the fact that the proposed being

either alone or jointly with any other person or persons

indebted to the Company on any account whatsoever.

Nothing in Section 56 of the Act shall prejudice the power to

refuse to register transfer or transmission by operation of

law of the rights to, or interest of a member in any Shares,

debentures or other securities of the Company.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Closing of Transfer Books and

Clause 81.

The Transfer Books and Register of Members may, on

giving seven days’ previous notice by advertisement in

terms of Section 154 of the Act, be closed during such

time as the Board think fit not exceeding in the whole 45

days in each year and not exceeding thirty days at

anyone time.

The Transfer Books and Register of Members may, on

giving seven days’ previous notice by advertisement in

terms of Section 91 of the Act, be closed during such time

as the Board think fit not exceeding in the whole 45 days in

each year and not exceeding thirty days at anyone time.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Disposal of new shares

Clause 90

Subject to any direction to the contrary that may be

given by the resolution sanctioning the increase of

capital, all new shares shall be offered to such persons

who at the date of the offer are holders of equity shares

the

Company,

proportion,

nearly

circumstances admit, to the amount paid up on those

shares at that date. Such offer shall be made by notice

specifying the number of shares offered and limiting a

Subject to any direction to the contrary that may be given by

the resolution sanctioning the increase of capital, all new

shares shall be offered to such persons who at the date of

the offer are holders of equity shares of the Company, in

proportion, as nearly as circumstances admit, to the amount

paid up on those shares at that date. Such offer shall be

made by notice specifying the number of shares offered and

limiting a time not being less than fifteen days and not

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

1020

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

time not being less than fifteen days from the date of the

offer, within which the offer if not accepted will be

deemed to be declined and after the expiration of such

time or on the receipt of an intimation from the person to

whom the offer is made, that he declined to accept the

shares offered, the Directors may dispose of the same

in such manner as they think most beneficial to the

Company. The Board may likewise so dispose off any

new shares which (by reason of the ratio which the new

shares bear to shares held by persons entitled to an

offer of new shares) cannot in the opinion of the

Directors be conveniently offered under this Article.

exceeding thirty days from the date of the offer, within

which the offer if not accepted will be deemed to be declined

and after the expiration of such time or on the receipt of an

intimation from the person to whom the offer is made, that

he declined to accept the shares offered, the Directors may

dispose of the same in such manner as they think most

beneficial to the Company. The Board may likewise so

dispose off any new shares which (by reason of the ratio

which the new shares bear to shares held by persons

entitled to an offer of new shares) cannot in the opinion of

the Directors be conveniently offered under this Article.

Reduction of Capital and

alteration of amount and

denomination of shares

Clause 96.

The Company may by ordinary resolution:

Consolidate all or any of its share capital into

shares of larger amount;

Sub-divide its existing shares into shares of

smaller amount subject to provisions of clause (d) of

Sub-clause (1) of Section 94 of the Act;

Cancel any shares not taken or agreed to be

taken by any person.

The Company may by ordinary resolution:

Consolidate all or any of its share capital into shares of

larger amount;

Sub-divide its existing shares into shares of smaller amount

subject to provisions of clause (d) of Sub-clause (1) of

Section 61 of the Act;Cancel any shares not taken or

agreed to be taken by any person.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Sub-division into Preferred and

Ordinary

Clause 97.

The resolution whereby any share is sub-divided if

confirmed, by a resolution passed by the class of

shareholders whose rights will be affected thereby

passed in manner prescribed in Article 93 hereof, may

determine that as between the holders of the shares

resulting from such sub-division one or more of such

shall

have

some

preference

special

advantages as regards dividends, capital, voting or

otherwise over or as compared with the other subject

nevertheless to the provisions of Section 87 of the Act.

The resolution whereby any share is sub-divided if

confirmed, by a resolution passed by the class of

shareholders whose rights will be affected thereby passed in

manner prescribed in Article 93 hereof, may determine that

as between the holders of the shares resulting from such

sub-division one or more of such shares shall have some

preference or special advantages as regards dividends,

capital, voting or otherwise over or as compared with the

other subject nevertheless to the provisions of Section 47 of

the Act.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

¨sÁUÀ 1

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1021

Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

When Annual General Meeting

to be held

Clause 101.

In addition to any other meetings, general meetings of

the Company shall be held within such intervals as are

specified in Section 166 (1) of the Act, and subject to

the provisions of Section 166(2) of the Act, at such

times and places as may be determined by the Board.

Each such general meeting shall be called an “Annual

General Meeting” and shall be specified as such in the

notice convening the meeting.

In addition to any other meetings, general meetings of the

Company shall be held within such intervals as are specified

in Section 96 (1) of the Act, and subject to the provisions of

Section 96(2) of the Act, at such times and places as may

be determined by the Board. Each such general meeting

shall be called an “Annual General Meeting” and shall be

specified as such in the notice convening the meeting

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

When Extra-ordinary General

Meetings to be called

Clause 103(c)

If the Board does not, within twenty-one days from the

date of deposit of a valid requisition in regard to any

matters, proceed duly to call a meeting for the

consideration of these matters on a day not later than

forty-five

days

from

the

date

deposit,

the

requisitionists or such of them as are enabled so to do

by virtue of Section 169(6)(b)of the Act may themselves

call the meeting but any meeting so called shall not be

held after three months from the date of deposit.

If the Board does not, within twenty-one days from the date

of deposit of a valid requisition in regard to any matters,

proceed duly to call a meeting for the consideration of these

matters on a day not later than forty-five days from the date

of deposit, the requisitionists or such of them as are enabled

so to do by virtue of Section 100(4) of the Act may

themselves call the meeting but any meeting so called shall

not be held after three months from the date of deposit.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Notice of meeting

Clause 105.

Subject to the provisions of Section 171 to 186 of the

Act, notice of every meeting of the Company, shall be

given to such persons and in such manner as provided

by Sec 172 of the Act, where any business consists of

special business as hereinafter defined in Article 10,

there shall be annexed to the notice, a statement

complying with Sec. 173 (2) and (3) of the Act. Where

by provision of the Act, a special notice is required of

any resolution, notice of intention to move such

resolution shall be given to by the Company not less

than 14 days before the meeting at which it is to be

moved.

Subject to the provisions of Section 101 to 109 of the Act,

notice of every meeting of the Company, shall be given to

such persons and in such manner as provided by Sec 101

of the Act, where any business consists of special business

as hereinafter defined in Article 111, there shall be annexed

to the notice, a statement complying with Sec. 102 (2) and

(3) of the Act. In terms of Sec 115 of the Act, where by any

provisions of the Act, a special notice is required for any

resolution, notice of intention to move such resolution shall

be given to the Company by the member initiating such

notice,not earlier than 3 months but not less than 14 days

before the meeting at which it is to be moved.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Shorter notice by consent

Clause 108.

A general meeting may however be called after giving

shorter notice than twenty one days in terms of section

171(1) of the Act

A general meeting may be called after giving shorter

notice if consent is given in writing or by electronic

mode by not less than Ninety Five (95) percent of the

members entitled to vote at such meetings in terms of

section 101(1) of the Act

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Business of Meeting

Clause 110.

The ordinary business of a Annual General Meeting

shall be to receive and consider the Accounts, the

Balance Sheet and the Report of the Directors, and

Auditors, to appoint Directors in place of those retiring

by rotation , subject to Section 619 of the Act relating to

Appoint Auditors and to fix their remuneration and to

declare dividends.

The ordinary business of an Annual General Meeting shall

be to receive and consider the Accounts, the Balance Sheet

and the Report of the Directors, and Auditors, to appoint

Directors in place of those retiring by rotation, subject to

Section 139 of the Act relating to Appoint Auditors and to fix

their remuneration and to declare dividends.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

When meeting to be dissolved

and when to be adjourned

Clause 114

If a quorum is not present within 30 (thirty) minutes of

the scheduled time for any meeting of the Shareholders,

then the meeting shall stand adjourned to the same day

in the immediately following week at the same time and

the same venue, provided that written notice of the

adjourned meeting is provided to all the Directors at

least 5 (five) days prior to the date of such adjourned

meeting. The adjourned meeting shall consist of the

same agenda as for the meeting that was adjourned.

Subject to constituting a valid quorum under the Act, the

Shareholders present at such a meeting shall constitute

quorum for the meeting. If the day of the adjourned

meeting is not a Business Day, the adjourned meeting

shall be held on the next Business Day.

If a quorum is not present within 30 (thirty) minutes of the

scheduled time for any meeting of the Shareholders, then

the meeting shall stand adjourned to the same day in the

immediately following week at the same time and the same

venue, provided that written notice of the adjourned meeting

is provided to all the Directors atleast 3 (Three) days prior

to the date of such adjourned meeting. The adjourned

meeting shall consist of the same agenda as for the meeting

that was adjourned. Subject to constituting a valid quorum

under the Act, the Shareholders present at such a meeting

shall constitute quorum for the meeting. If the day of the

adjourned meeting is not a Business Day, the adjourned

meeting shall be held on the next Business Day.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

What is to be the evidence of the

passing of a Resolution where

Poll not demanded

Clause 117

At any General Meeting, unless a poll (on or before the

declaration of the result of the show of hands) be

demanded by the Chairman of his own motion or by a

motion moved by a Member or Members present in

person or by proxy and holding shares in the Company

which confer on him/them a voting power in respect of

that resolution or on which an aggregate sum of not

less than fifty thousand rupees has been paid up.

The demand for a poll may be withdrawn at any time by

the person or persons who made the demand. A

declaration by the Chairman that a resolution has been

carried or not carried unanimously or by a particular

At any General Meeting, unless a poll (on or before the

declaration of the result of the show of hands) be demanded

by the Chairman of his own motion or by a motion moved by

a Member or Members present in person or by proxy and

holding shares in the Company which confer on him/them a

having not less than one tenth of the total voting power

or holding shares on which an aggregate sum of not

less than Five Lakh rupees or such higher amount as

may be prescribed has been paid up. The demand for a

poll may be withdrawn at any time by the person or persons

who made the demand. A declaration by the Chairman that

a resolution has been carried or not carried unanimously or

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

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1023

Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

majority and an entry to that effect in the Book of

Proceedings of the Company shall be conclusive

evidence of the facts without proof of the number or

proportion of votes recorded in favor of or against such

resolution.

by a particular majority and an entry to that effect in the

Book of Proceedings of the Company shall be conclusive

evidence of the facts without proof of the number or

proportion of votes recorded in favor of or against such

resolution.

Postal Ballot

Clause 122

The Board, subject to the provisions of Section 192A of

the Act, may and in case of resolutions relating to such

business as declared by the Central Government by

notification to be conducted by postal ballot, shall, get

any resolution passed by means of a postal ballot,

instead of transacting the business in general meeting

of the company

The Board, subject to the provisions of Section 110 of the

Act, may and in case of resolutions relating to such business

as declared by the Central Government by notification to be

conducted by postal ballot, shall, get any resolution passed

by means of a postal ballot, instead of transacting the

business in general meeting of the company.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Votes

123 (a)

Subject to any rights and restrictions for the time being

attached to any class or classes of shares by these

Articles or by the Act, on a show of hands every

Member entitled to vote and present in person shall

have one vote only. Upon a poll the voting rights of

Members shall be as laid down in Section 84 of the Act

Provided that save as provided in sub section2 of

Section 84 of the Act, a Member of a Company holding

any preference share capital therein, shall in respect of

such capital have a right to vote only on the resolution

placed before the Company which directly affects the

rights attached to his preference shares.

Subject to any rights and restrictions for the time being

attached to any class or classes of shares by these Articles

or by the Act, on a show of hands every Member entitled to

vote and present in person shall have one vote only. Upon a

poll the voting rights of Members shall be as laid down in

Section 47 of the Act Provided that save as provided in sub

section2 of Section 47 of the Act, a Member of a Company

holding any preference share capital therein, shall in respect

of such capital have a right to vote only on the resolution

placed before the Company which directly affects the rights

attached to his preference shares.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Procedure where a Company or

body of Corporate is a Member

of the Company

Clause 125

Where a Company or body of Corporate (hereinafter

called as a ‘member company’) is a Member of the

Company, a person duly appointed by a resolution in

accordance with the provisions of Section 187 of the

Act to represent such member company at a meeting of

company, shall not, by reason of such appointment , be

deemed to be a proxy, and lodging with the company at

the office or production of the meeting of a copy duly

signed by one Director or the Secretary of such member

company and certified by him as being a true copy of

Where a Company or body of Corporate (hereinafter called

as a ‘member company’) is a Member of the Company, a

person duly appointed by a resolution in accordance with

the provisions of Section 113 of the Act to represent such

member company at a meeting of company, shall not, by

reason of such appointment, be deemed to be a proxy, and

lodging with the company at the office or production of the

meeting of a copy duly signed by one Director or the

Secretary of such member company and certified by him as

being a true copy of the resolution shall, on production at the

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

1024

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

the resolution shall, on production at the meeting, be

accepted by the company as sufficient evidence of the

validity of his appointment. Such a person shall be

entitled to exercise the same rights and powers,

including the right to vote as a proxy on behalf of

member company which he represents, as that member

company could exercise if it were the individual

member.

meeting, be accepted by the company as sufficient evidence

of the validity of his appointment. Such a person shall be

entitled to exercise the same rights and powers, including

the right to vote as a proxy on behalf of member company

which he represents, as that member company could

exercise if it were the individual member.

How signed and in whose favour

Clause 130

The instrument appointing a proxy shall be in writing

under the hand of the appointer or of his attorney duly

authorized in writing if such appointer be a corporation

either under its Common Seal or under the hand of its

attorney so authorized. A proxy who is appointed for a

specified meeting only shall be called a special proxy.

Any other proxy shall be called a general proxy

The instrument appointing a proxy shall be in writing under

the hand of the appointer or of his attorney duly authorized

in writing if such appointer be a corporation either under its

Seal or under the hand of its attorney so authorized. A proxy

who is appointed for a specified meeting only shall be called

a special proxy. Any other proxy shall be called a general

proxy

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Form of Proxy

Clause 132

An instrument appointing proxy shall be either of

the forms in Schedule IX to the Act or a form as near

thereto as circumstances admit.

An instrument appointing proxy shall be in the form as

prescribed in the rules made under section 105 of the

Act.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Number of Directors

Clause 137.

Subject to the Shareholders maintaining their equity

percentage specified in Article 5 (a), the Board of

Directors, shall, unless otherwise agreed between the

Shareholders, consist of not less than 4 (four) and not

more than 12 Twelve Directors. Initially, the Board of

Directors shall consist of 4 (four) directors to be

nominated by each Shareholder, to the Board of

Directors, in the following manner:

Subject to the Shareholders maintaining their equity

percentage specified in Article 5 (a), the Board of Directors,

shall, unless otherwise agreed between the Shareholders,

consist of not less than 4 (four) and not more than 15

Fifteen Directors. Initially, the Board of Directors shall

consist of 4 (four) directors to be nominated by each

Shareholder, to the Board of Directors, in the following

manner:

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Number of Directors

Clause 137(d)

The Directors appointed by either Shareholder shall

have the right to nominate an alternate director with the

consent of the Shareholder appointing him to act for him

as per the provisions of Companies Act, 1956.

The Directors appointed by either Shareholder shall have

the right to nominate an alternate director with the consent

of the Shareholder appointing him to act for him as per the

provisions of Companies Act, 2013.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

¨sÁUÀ 1

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1025

Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

First Directors

Clause 139

The following shall be first Directors of the Company.

______

_______

______

The following shall be first Directors of the Company.

Smt.P. Hemalatha

Shri Partha Jana

Shri Deepak Sawant

Shri Y.Sreenivasappa

At the time of approval of the original

AoA, the names of the First Directors

were not confirmed. Now included

the names of the proposed directors

and has no Financial Impact on the

Company

No act of any disqualified

director to invalidate any

proceedings, if the other

Directors act bonafide

Clause 141

Nothing contained in the provisions made in Section274

of the Act, or any other articles, contained herein shall

invalidate any act done at any meeting of the Directors

or of a Committee of Directors or by any person acting

as a Director notwithstanding that it shall afterwards be

discovered that there was some defect in the

appointment of such Director(s) or person(s) acting as

aforesaid or that they or any of them were disqualified.

Nothing contained in the provisions made in Section 164 of

the Act, or any other articles, contained herein shall

invalidate any act done at any meeting of the Directors or of

a Committee of Directors or by any person acting as a

Director

notwithstanding that it shall

afterwards be

discovered that there was some defect in the appointment of

such Director(s) or person(s) acting as aforesaid or that they

or any of them were disqualified.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Power of Directors to appoint

additional director

Clause 142

The Directors shall, subject to the provisions of Section

260 of the Act, have power from time to time and at any

time to appoint Additional Director(s), but so that the

total number of Directors shall not at any time exceed

maximum number fixed as above, and so that no such

appointment shall be effective unless the majority of the

Directors concur therein. Such Additional Director(s)

shall hold office only up to the next Annual General

Meeting of the Company.

The Directors shall, subject to the provisions of Section 161

of the Act, have power from time to time and at any time to

appoint Additional Director(s), but so that the total number of

Directors shall not at any time exceed maximum number

fixed as above, and so that no such appointment shall be

effective unless the majority of the Directors concur therein.

Such Additional Director(s) shall hold office only up to the

next Annual General Meeting of the Company.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Alternate Directors

Clause 144

If any Director is expected to be or is absent for a period

of not less than three (3) calendar months from India or

the state in which the meetings of the directors are

ordinarily held, at the request of such Director, the

Board shall, at a meeting of the Board or by circulation

of a written resolution of the Board in accordance with

applicable law, appoint an Alternate Director (the

“Alternate Director”).

If any Director is expected to be or is absent for a period of

not less than three (3) calendar months from India, at the

request of such Director, the Board shall, at a meeting of the

Board or by circulation of a written resolution of the Board in

accordance with applicable law, appoint an Alternate

Director (the “Alternate Director”).

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

1026

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¨sÁUÀ 1

Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Alternate Directors

Clause 145

The Alternate Director shall be an individual nominated

by the Director in whose place such Alternate Director is

being appointed. And such appointee whilst he holds

office as an Alternate Director shall be entitled to notice

of meetings of the Directors and to attend and to vote

there at accordingly, and he shall ipso facto vacate

office if and when the original Director returns to India or

the state in which the meetings of the directors are

ordinarily held or on the expiry of the period of office of

the original Director.

The Alternate Director shall be an individual nominated by

the Director in whose place such Alternate Director is being

appointed. And such appointee whilst he holds office as an

Alternate Director shall be entitled to notice of meetings of

the Directors and to attend and to vote there at accordingly,

and he shall ipso facto vacate office if and when the original

Director returns to India or on the expiry of the period of

office of the original Director.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Vacation of office

Clause 147

The office of a Director shall become vacant in

accordance with the provisions set out in Section 283 of

the

Act.

The

continuing

Directors

may

act,

notwithstanding any vacancy in their body, but so that if

the number falls below the minimum above fixed, the

Board shall not except for the purpose of filling

vacancies act, so long as the number is below the

minimum.

The office of a Director shall become vacant in accordance

with the provisions set out in Section 167 of the Act. The

continuing Directors may act, notwithstanding any vacancy

in their body, but so that if the number falls below the

minimum above fixed, the Board shall not except for the

purpose of filling vacancies act, so long as the number is

below the minimum.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Directors not to hold office of

profit

Clause 148

No director or other person referred to in Section 314 of

the Act shall hold an office or place or profit, save as

permitted by that Section.

No director or other person referred to in Section 188 of the

Act shall hold an office or place or profit, save as permitted

by that Section.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Meeting of Directors

Clause 149

The Directors may meet as a Board for the transaction

of business from time to time, and shall so meet at least

once in every CALENDAR QUARTER and at least four

(4) such meetings shall be held in every year The

Directors may adjourn and otherwise regulate their

meetings as they think fit. Any Director and the

secretary on the requisition of a Director on the Board

may call a meeting of the Board.

The Directors may meet as a Board for the transaction of

business from time to time, and shall so meet at least once

in every CALENDAR QUARTER and at least four (4) such

meetings shall be held in every year In such a manner that

not more than 120 days shall intervene between two

consecutive meetings of the Board.The Directors may

adjourn and otherwise regulate their meetings as they think

fit. Any Director and the secretary on the requisition of a

Director on the Board may call a meeting of the Board.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

56a

Notice of Board Meeting

At least seven (7) days written notice of every meeting

of the Board shall be given to every Director by hand

delivery or by post or by electronics means at his usual

At least seven (7) days written notice of every meeting of the

Board shall be given to every Director by hand delivery or by

post or by electronics means at his usual address

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

¨sÁUÀ 1

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

address and shall also be given to their alternates, if

any. Such notice shall be accompanied by the Agenda

setting out the business proposed to be transacted at

the meeting of the Board. Provided, however, that with

the consent of at least one Director nominated by each

of the Parties, a meeting of the Board may be convened

by a shorter Notice in the case of any emergency or if

circumstances so warrant.

Notwithstanding anything contrary in these Articles, a

resolution in writing, signed by all or majority (which

shall include at least one nominee each of the

Shareholder’s) members of the Board or a committee

thereof, for the time, being entitled to receive notice of a

meeting of the Board or Committee, duly convened and

held shall be deemed to be a resolution duly passed by

the Board/ Committee.

registered with the Company Such notice shall be

accompanied by the Agenda setting out the business

proposed to be transacted at the meeting of the Board.

Provided, however, that with the consent of at least one

Director nominated by each of the Parties, a meeting of the

Board may be convened by a shorter Notice in the case of

any emergency or if circumstances so warrant.

Notwithstanding anything contrary in these Articles, a

resolution in writing, signed by all or majority (which shall

include at least one nominee each of the Shareholder’s)

members of the Board or a committee thereof, for the time,

being entitled to receive notice of a meeting of the Board or

Committee, duly convened and held shall be deemed to be

a resolution duly passed by the Board/ Committee.

Impact on the Company.

Decision by Majority

Clause 154

The Chairman of the Board shall not be entitled to a

second or casting vote. Regulation 74(2) shall not

apply to the Company.

The Chairman of the Board shall not be entitled to a second

or casting vote. Regulation 68(ii) shall not apply to the

Company.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Casting Vote

Clause 156

The Chairman of the Board shall not be entitled to a

second or casting vote. Regulation 74(2) shall not

apply to the Company.

The Chairman of the Board shall not be entitled to a second

or casting vote. Regulation 68(ii) shall not apply to the

Company.

Resolution passed by circulation

Clause 158

Save in those cases where a resolution is required by

Sections 262,292,297,316,372A and 386,of the Act to

be passed at a meeting of the Board, a resolution shall

be as valid and effectual as if it is had been passed at a

meeting of the Board or Committee of the Board, as the

case may be duly called and constituted, if a draft

thereof in writing is circulated together with the

necessary papers, if any to all the Directors, or to all the

members of the Committee of the Board, as the case

may be then in India (not being less in number than

the quorum fixed for a meeting of the Board or

Committee as the case may be) and to all other

Save in those cases where a resolution is required by

Sections 68,179,182,184,186,188,203,305,of the Act to be

passed at a meeting of the Board, a resolution shall be as

valid and effectual as if it is had been passed at a meeting

of the Board or Committee of the Board, as the case may

be duly called and constituted, if a draft thereof in writing is

circulated together with the necessary papers, if any to all

the Directors, or to all the members of the Committee of the

Board, as the case may be at their addresses registered

with the company in India by post or by courier, or

through other electronic means, and has been approved

by such of them as are then in India or by a majority of such

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company

1028

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Directors or members of the Committee at their

usual address in India, and has been approved by such

of them as are then in India or by a majority of such of

them as are entitled to vote on the resolution.

of them as are entitled to vote on the resolution.

Maintenance of minutes Book

Clause 160

The Board shall in accordance with the provisions of

section 193 of the Act cause minutes to be kept of all

proceedings of every general meeting of the Company

and of all proceedings of every meeting of the Board or

of every committee of the Board.

The Board shall in accordance with the provisions of

section 118 of the Act cause minutes to be kept of all

proceedings of every general meeting of the Company and

of all proceedings of every meeting of the Board or of every

committee of the Board.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Meeting to be conducted

through video conferencing

New Clause 164

be introduced and Sl. No. of

subsequent clauses will

accordingly be changed

(Not Available in approved AoA as per Companies

Act, 1956)

The meetings of the Board or any Committee thereon may

be conducted through Video Conference or any other

similar electronic modes in terms of Rule 3 and 4 of

Companies (Meeting of Board and its powers) Rules 2014,

as may be amended from time to time.

Change is only to introduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

General Powers of the Board

Clause 167.

Subject to Section 292 of the Act, the Board shall have

right to delegate any of their powers to such Directors,

managers, agents or other persons as they may deem

fit and may at their own discretion revoke such powers.

The Board may authorize Directors to sub-delegate the

delegated powers.

Subject to Section 179 of the Act, the Board shall have

right to delegate any of their powers to such Directors,

managers, agents or other persons as they may deem fit

and may at their own discretion revoke such powers. The

Board may authorize Directors to sub-delegate the

delegated powers.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Removal of Directors

Clause 171

Persons nominated for the position of Directors shall

not be deemed (subject to the provisions of the

Companies Act, 1956) disqualified to serve by reason

of their being Officer, Director or Shareholder of any

other corporations, incorporated within or outside of

India. Each of the Shareholders shall be entitled to

remove any or all of the Directors who are its nominees

on the Board and to have another or others of its choice

nominated for appointment in the place of such

removed directors. Each Shareholder agrees to vote for

the election as well as the removal, as the case maybe,

of a Director nominate by the other Shareholder.

Persons nominated for the position of Directors shall not be

deemed (subject to the provisions of the Companies Act,

2013) disqualified to serve by reason of their being Officer,

Director

or Shareholder

of any

other corporations,

incorporated within or outside of India. Each of the

Shareholders shall be entitled to remove any or all of the

Directors who are its nominees on the Board and to have

another or others of its choice nominated for appointment in

the place of such removed directors. Each Shareholder

agrees to vote for the election as well as the removal, as

the case maybe, of a Director nominate by the other

Shareholder.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

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1029

Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Powers to borrow

Clause 172

The Board may subject to the provisions of section

58A, 292 and 293 of the Act, raise or borrow any sum

or sums for the purpose of the Company and secure

repayment of any sum or sums borrowed, in such

manner and at such time or times and upon such terms

and conditions as it may think fit.

The Board may subject to the provisions of section 73, 179

and 180 of the Act, raise or borrow any sum or sums for the

purpose of the Company and secure repayment of any sum

or sums borrowed, in such manner and at such time or

times and upon such terms and conditions as it may think

fit.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Charges

Clause 179

The Directors shall cause a proper register to be kept in

accordance with Section 143 of the Act, of all

mortgages and charges specifically affecting the

properties of the Company and shall also duly comply

with the requirements of Section 124 to 145 of the Act,

in regard to registration of mortgages and charges

therein specified and otherwise, of Section 138 of the

Act as to intimation required by the Company to be

given to the Registrar of the payment or satisfaction of

any change or mortgage, of Section 144 of the Act as

to allowing inspection of copies kept at the Office of the

Company/ and allowing inspection of the register of

mortgages and of Section 118 to 163 of the Act as to

supplying copies of the register of holders of

Debentures or of any trust deed of securing any issue

of Debentures.

The Directors shall cause a proper register to be kept in

accordance with Section 85 of the Act, of all mortgages

and charges specifically affecting the properties of the

Company and shall also duly comply with the requirements

of Section 77 to 85 of the Act, in regard to registration of

mortgages and charges therein specified and otherwise, of

Section 82 of the Act as to intimation required by the

Company to be given to the Registrar of the payment or

satisfaction of any change or mortgage, of Section 85 of

the Act as to allowing inspection of copies kept at the Office

of the Company/ and allowing inspection of the register of

mortgages and of Section 71 to 95 of the Act as to

supplying copies of the register of holders of Debentures or

of any trust deed of securing any issue of Debentures.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Dividend to be paid out of profits

Clause 186

No dividend shall be declared or paid except out of the

net profits of the year or any other undistributed profits

and no dividend shall bear interest against the

Company. These provisions however shall not affect

the operation of Section 207 of the Act

No dividend shall be declared or paid except out of the net

profits of the year or any other undistributed profits and no

dividend shall bear interest against the Company. These

provisions however shall not affect the operation of Section

127 of the Act.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Effect of Transfer

Clause 189(i) and 189(ii)

(i)

Transfer the dividend in relation to such shares to

the special account referred to in Section 205A

of the Act unless the Company is authorized by

the registered holder of such shares in writing to

pay such dividend to the transferee specified in

such instrument of transfer;

(ii)

Keep in abeyance in relation to such shares any

(i)

Transfer the dividend in relation to such shares to the

special account referred to in Section 126 of the Act

unless the Company is authorized by the registered

holder of such shares in writing to pay such dividend

to the transferee specified in such instrument of

transfer;

(ii)

Keep in abeyance in relation to such shares any offer

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

offer of rights shares under clause (a) of sub-

section (1) of Section 81 of the Act and any

issue of fully paid up bonus shares in pursuance

of sub-section (3) of Section 205 of the Act.

of rights shares under clause (a) of sub-section (1)

of Section 62 of the Act and any issue of fully paid up

bonus shares in pursuance of sub-section (5) of

Section 123 of the Act.

Balance Sheet and Profit & Loss

account

Clause 195

At every Annual General Meeting there shall be laid

before the Company a Profit & Loss Account and a

Balance Sheet containing the summary of the property

and liabilities of the Company for a period in the case of

the first Annual General Meeting beginning with the

incorporation of the Company and ending with day

which shall not precede the day of the meeting by more

than 9 months and in the case of any subsequent

Annual General Meeting of the Company beginning

with the day immediately after the period for which the

account was last submitted and ending with a day

which shall not precede the day of the meeting by more

than six months. The said Balance Sheet and Profit &

Loss account shall contain such particulars and shall be

in such form as prescribed by Section 211 of the

Companies Act, 1956 or as near thereto as

circumstances admit.

At every Annual General Meeting there shall be laid before

the Company a Profit & Loss Account and a Balance Sheet

containing the summary of the property and liabilities of the

Company for a period in the case of the of the first Annual

General Meeting beginning with the incorporation of the

Company and ending with day which shall not precede the

day of the meeting by more than 9 months and in the case

of any subsequent Annual General Meeting of the Company

beginning with the day immediately after the period for

which the account was last submitted and ending with a day

which shall not precede the day of the meeting by more

than six months.

The said Balance Sheet and Profit & Loss account shall

contain such particulars and shall be in such form as

prescribed by Section 129 of the Companies Act, 2013 or

as near thereto as circumstances admit.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Annual Report of Directors

Clause 196

Every such Balance Sheet shall be accompanied by a

Report by the Board of Directors as to the state of the

Company’s affairs and as to the amount, if any, which

they recommend to be paid out of profits by way of

dividend or bonus to the Members and the amount (if

any) which it is proposed to carry to the reserve,

depreciation or other special fund according to the

provisions in that behalf hereinbefore contained. The

Profit and Loss Account, the Balance sheet and the

Directors’ Report shall be signed in accordance with the

provisions of Section 215 and 217 of the Act.

Every such Balance Sheet shall be accompanied by a

Report by the Board of Directors as to the state of the

Company’s affairs and as to the amount, if any, which they

recommend to be paid out of profits by way of dividend or

bonus to the Members and the amount (if any) which it is

proposed to carry to the reserve, depreciation or other

special fund according to the provisions in that behalf

hereinbefore contained. The Profit and Loss Account, the

Balance sheet and the Directors’ Report shall be signed in

accordance with the provisions of Section 134 of the Act.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

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1031

Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Profit & Loss Account

Clause 197

The Profit & Loss Account shall give a true and fair view

of the profit & loss of the company for the financial year

and shall subject to the provisions of Section 211of the

Act, comply with the requirements of Part II of

Schedule VI, so far as they are applicable.

The Profit & Loss Account shall give a true and fair view of

the profit & loss of the company for the financial year and

shall subject to the provisions of Section 129 of the Act,

comply with the requirements of Part II of Schedule III, so

far as they are applicable.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Copy of Balance Sheet and

Report of Directors to be sent to

Members

Clause 199

A copy of such Account, Balance Sheet and Report as

aforesaid and every other document required by law to

be annexed or attached to the Balance Sheet shall be

made available for inspection at the Office of the

Company during working hours for a period of twenty

one days before the date of the meeting and a

statement containing the salient features of such

documents in the prescribed form or copies of the

documents aforesaid shall at least twenty one days

previous to such meeting be served on every Member

of the Company in the manner in which notices are

hereinafter directed to be served as also to every

trustee for holders of Debentures

A copy of such Account, Balance Sheet and Report as

aforesaid and every other document required by law to be

annexed or attached to the Balance Sheet shall be made

available for inspection at the Office of the Company during

working hours for a period of twenty one days before the

date of the meeting and a statement containing the salient

features of such documents in the prescribed form or copies

of the documents aforesaid shall at least twenty one days

previous to such meeting be served on every Member of

the Company in the manner in which notices are hereinafter

directed to be served as also to every trustee for holders of

Debentures if the General meeting of the company is

called at a shorter notice, the company may circulate

financial statement containing the salient features of

such documents in the prescribed form or copies of the

documents at a shorter notice.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Clause 200 – (Heading)

200. Board to comply with section 209 to 211 and 215

to 222 of the Act

200 Board to comply with section 128,129, 133 and 134 to

137 of the Act

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Clause 200

(Subject Matter)

The Board shall in all respects comply with the

provisions of Section 209 to 211 and 215 to 222 of the

Act or any statutory modification for the time being in

force.

The Board shall in all respects comply with the provisions of

Section 128, 129, 133 and 134 to 137 of the Act or any

statutory modification for the time being in force.

Appointment of Auditors

Clause 202

The Company shall at each Annual General Meeting,

except in case of First Auditors, appoint Auditor or

Auditors to hold office from the conclusion of that

meeting until the conclusion of the next Annual

General Meeting.

The Company shall at the first Annual General Meeting,

appoint an individual or a firm as auditor who shall hold

office from the conclusion of that meeting till the conclusion

of its sixth Annual General Meeting and thereafter till the

conclusion of every sixth meeting.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

1032

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Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

Audit of Branch Accounts

Clause 203

Where the Company has a branch office the provisions

of Section 228 of the Act shall apply.

Where the Company has a branch office the provisions of

Section 143 of the Act shall apply.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

How Notices to be served on

Members

Clause 206

A notice may be given by the Company to any Member

either personally or by sending it through post

addressed to such Member at his registered address or

(if he has no registered address in India), to his

address, if any, within India supplied by him to the

Company for the giving of notices to him

A notice may be given by the Company to any Member

either personally or by sending it through post addressed to

such Member at his registered address or (if he has no

registered address in India), to his address, if any, within

India supplied by him to the Company for the giving of

notices to him or through electronic mode.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

Indemnity

Clause 221

Subject to the provisions of Section 201 of the Act,

every Director, Manager, Secretary and other officer or

employee of the Company shall be indemnified by the

Company against and it shall be the duty of the

Directors, out of the Funds of the Company, to pay all

costs, losses and expenses ( including traveling

expenses) which any such Director, Manager, Officers,

or employees may incur or become liable to by reason

of any contract entered into or act or deed done by him

or them as such Directors, Manager, Officer or

employee or in any other way in the discharge of his

duties and the amount for which such indemnity is

provided shall immediately attach as a lien on the

property of the Company and have priority as between

the Members over all other claims.

Subject to the provisions of the Act and rules framed

thereunder, every Director, Manager, Secretary and other

officer or employee of the Company shall be indemnified by

the Company against and it shall be the duty of the

Directors, out of the Funds of the Company, to pay all costs,

losses and expenses ( including traveling expenses) which

any such Director, Manager, Officers, or employees may

incur or become liable to by reason of any contract entered

into or act or deed done by him or them as such Directors,

Manager, Officer or employee or in any other way in the

discharge of his duties and the amount for which such

indemnity is provided shall immediately attach as a lien on

the property of the Company and have priority as between

the Members over all other claims.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

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1033

Clause in

MoA & AoA

Existing articles as per Companies Act, 1956

Proposed articles as per Companies Act, 2013

FINANCIAL /

OTHER IMPACT

SEAL

The Board shall provide for the safe custody of the Seal

which shall only be used by the authority of the Board

or of a Committee of the Board authorized by the Board

in that behalf and every instrument to which the Seal

shall be affixed shall be in the presence of and shall be

signed by a Director and countersigned by the

Secretary/or some authorized person. The Certificates

of shares or debentures (if any) of the Company shall

be sealed and signed in the manner provided by the

Companies (Issue of Share Certificates) Rules, 1960 or

any statutory amendment thereof for the time being in

force. Subject to Section 50 of the Act, the Company

may have a facsimile copy of the Seal for use as its

official seal outside India.

THIS CLAUSE MAY BE REMOVED, AS PER THE

PROVISONS OF COMPANIES ACT 2013, THERE IS NO

COMPULSION AS TO HAVE A COMMON SEAL FOR THE

COMPANY.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

BUSINESS

Clause 232 – Trigger Events

Subject to all the provisions under the Applicable Law

or any other legal restrictions imposed under these

Articles and an opportunity of rectification under Article

227 by the Sponsors/ Company, on the happening of a

Trigger Event, the Non-Defaulting Shareholders or any

of them shall either have the right to sell their Shares to

a Third Party which is not a competitor of the Company

or to purchase the Shares of the Defaulting Party at

25% of Fair Market Value, provided however that such

purchase does not alter the structure of the Company

that it becomes a Government Company, defined under

Section 617 of the Companies Act, 1956. In such

specific cases with regard to Trigger Event, the

defaulting Shareholder shall not have right of first

refusal provided in Clause 228 shall not apply in

respect of the defaulting Shareholder.

Subject to all the provisions under the Applicable Law or

any other legal restrictions imposed under these Articles

and an opportunity of rectification under Article 227 by the

Sponsors/ Company, on the happening of a Trigger Event,

the Non-Defaulting Shareholders or any of them shall either

have the right to sell their Shares to a Third Party which is

not a competitor of the Company or to purchase the Shares

of the Defaulting Party at 25% of Fair Market Value,

provided however that such purchase does not alter the

structure of the Company that it becomes a Government

Company, defined under Section 2(45) of the Companies

Act, 2013. In such specific cases with regard to Trigger

Event, the defaulting Shareholder shall not have right of first

refusal provided in Clause 228 shall not apply in respect of

the defaulting Shareholder.

Change is only to reproduce the

provisions/ Sections of Companies

Act, 2013 and has no Financial

Impact on the Company.

P.R. 154

SC-100

By order and in the name of the Governor of Karnataka

M. Venkatesh Murthy

Under Secretary to Government,

Infrastructure Development Department.

1034

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¨sÁUÀ 1

PÁ«ÄðPÀ ¸ÀaªÁ®AiÀÄ

«µÀAiÀÄ :

G¥À¸À«Äw gÀa¸ÀÄªÀ PÀÄjvÀÄ.

NzÀ¯ÁVzÉ :

1. PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀ ¥ÀvÀæ ¸ÀA: PÀªÉÃPÁ-02/¥ÀjµÀÌgÀuÉ/¹Dgï-28/ 2015-16, ¢£ÁAPÀ: 22-01-2016.

2. PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀ ¥ÀvÀæ ¸ÀA: PÀªÉÃ¸ÀªÀÄA/wæ.¸À/2016-17, ¢£ÁAPÀ: 16-02-2017.

3. PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀ ¥ÀvÀæ ¸ÀA: PÀªÉÃPÁ-02/¥ÀjµÀÌgÀuÉ/¹Dgï-29/2015-16, ¢£ÁAPÀ: 12-05-2017.

¥Àæ¸ÁÛªÀ£É:-

ªÉÄÃ¯É NzÀ¯ÁzÀ ¥ÀvÀæUÀ¼À°è PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ, “©Ãr” vÀAiÀiÁjPÉ G¢ÝªÉÄAiÀÄ°è PÉ®¸À ªÀiÁqÀÄªÀ PÁ«ÄðPÀjUÉ PÀ¤µÀ× ªÉÃvÀ£À

¥ÀjµÀÌj¸ÀÄªÀ ¸À®ÄªÁV, G¥À ¸À«Äw gÀa¸ÀÄªÀ §UÉÎ ¸À°è¹gÀÄªÀ ªÀiÁ»wAiÀÄ «ªÀgÀ F PÉ¼ÀPÀAqÀAwzÉ:-

1. PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ PÀ®A 5(J) ºÁUÀÆ PÀ®A 9 gÀ ¥ÀæPÁgÀ

Sec. 5 Procedure for fixing and revising minimum wages:-

(1) In fixing minimum rates of wages in respect of any scheduled employment for the first time under this Act or in

revising minimum rates of wages so fixed, the appropriate Government shall either,-

(a) Appoint as many committees and sub-committees as it considers necessary to hold enquires and advise it in

respect of such fixation or revision, as the case may be;

Sec. 9 Composition of Committes, etc-

“Each of the committees, sub committees and the Advisory Board shall consist of persons to be nominated by the

appropriate Government representing employers and employees in the Scheduled Employment, who shall be equal

in number and independent persons not exceeding 1/3

rd of its total number of members, one of such independent

persons shall be appoint the Chairman by the appropriate Government”.

PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ ªÉÄÃ®ÌAqÀ PÀ®A 5(J) ¸ÀºÀªÁavÀ PÀ®A 9gÀ£ÀéAiÀÄ AiÀiÁªÀÅzÉÃ C£ÀÄ¸ÀÆavÀ G¢ÝªÉÄUÉ PÀ¤µÀ× ªÉÃvÀ£À

zÀgÀUÀ¼À£ÀÄß ¤UÀ¢ü¥Àr¸À®Ä ¸ÀPÁðgÀªÀÅ ¸À«ÄwUÀ¼À£ÀÄß ºÁUÀÆ G¥À ¸À«ÄwUÀ¼À£ÀÄß gÀa¸À®Ä CªÀPÁ±À«gÀÄvÀÛzÉ. F ¸À«Äw CxÀªÁ G¥À

¸À«ÄwUÀ¼À°è JµÀÄÖ d£À ¸ÀzÀ¸ÀåjgÀ¨ÉÃPÀÄ J£ÀÄßªÀ §UÉÎ PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ PÀ®A

9 gÀ£ÀéAiÀÄ ¸À«ÄwAiÀÄ°è ªÀiÁ°ÃPÀgÀ ¥Àæw¤¢üUÀ¼ÀÄ ºÁUÀÆ PÁ«ÄðPÀgÀ ¥Àæw¤¢üUÀ¼À ¸ÀASÉå ¸ÀªÀÄ£ÁVzÀÄÝ, ¸ÀévÀAvÀæ ¸ÀzÀ¸ÀågÀ ¸ÀASÉåAiÀÄÄ MlÄÖ ¸ÀzÀ¸ÀågÀ

¸ÀASÉåAiÀÄ 1/3 gÀµÀÄÖ ¸ÀASÉåAiÀÄ£ÀÄß «ÄÃgÀzÀAvÉ EgÀ¨ÉÃPÁVgÀÄvÀÛzÉ JAzÀÄ w½¹, G¥À ¸À«ÄwAiÀÄ ¸ÀzÀ¸ÀågÀ ¥ÀnÖAiÀÄ£ÀÄß ¥Àæ¸ÀÄÛvÀ «¼Á¸ÀzÉÆA¢UÉ

¥ÀjµÀÌj¹ ¥Àæ¸ÁÛªÀ£É ¸À°è¹zÁÝgÉ.

PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀ ¥Àæ¸ÁÛªÀ£ÉAiÀÄ£ÀÄß ¥Àj²Ã°¹, PÉ¼ÀV£ÀAvÉ DzÉÃ²¹zÉ.

¸ÀPÁðgÀzÀ DzÉÃ±À ¸ÀASÉå: PÁE 179 J¯ïqÀ§ÆèöåJ 2015, ¨ÉAUÀ¼ÀÆgÀÄ, ¢£ÁAPÀ: 17-06-2017.

ªÉÄÃ°£À ¥Àæ¸ÁÛªÀ£ÉAiÀÄ »£Éß¯ÉAiÀÄ°è PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ ¥Àæ¸ÁÛ¦¹gÀÄªÀ “©Ãr” vÀAiÀiÁjPÉ G¢ÝªÉÄAiÀÄ°è PÉ®¸À ªÀiÁqÀÄªÀ PÁ«ÄðPÀjUÉ

PÀ¤µÀ× ªÉÃvÀ£À ¥ÀjµÀÌj¸ÀÄªÀ ¸À®ÄªÁV, G¥À¸À«Äw gÀa¸ÀÄªÀ §UÉÎ, PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ PÀ®A 5(J) ¸ÀºÀªÁavÀ PÀ®A 9gÀ£ÀéAiÀÄ

ªÀiÁ°ÃPÀgÀ, PÁ«ÄðPÀgÀ ªÀÄvÀÄÛ ¸ÀévÀAvÀæ ¸ÀzÀ¸ÀågÀ£ÉÆß¼ÀUÉÆAqÀ ¥Àæw¤¢üUÀ¼À£ÀÄß ¸ÉÃjzÀAvÉ G¥À¸À«ÄwAiÀÄ£ÀÄß F PÉ¼ÀPÀAqÀAvÉ gÀa¸À¯ÁVzÉ.

¸ÀévÀAvÀæ ¸ÀzÀ¸ÀågÀÄ

C¥ÀgÀ PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ (DqÀ½vÀ),

PÁ«ÄðPÀ ¨sÀªÀ£À, §£ÉßÃgÀÄWÀlÖ gÀ¸ÉÛ, ¨ÉAUÀ¼ÀÆgÀÄ.

CzsÀåPÀëgÀÄ

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DyðPÀ ªÀÄvÀÄÛ ¸ÁATåPÀ E¯ÁSÉ,

§ºÀÄªÀÄºÀr PÀlÖqÀ, ¨ÉAUÀ¼ÀÆgÀÄ-560001.

¸ÀzÀ¸ÀågÀÄ

¥ÁæzsÁå¥ÀPÀgÀÄ ºÁUÀÆ «¨sÁUÀzÀ ªÀÄÄRå¸ÀÜgÀÄ,

CxÀð±Á¸ÀÛç «¨sÁUÀ, ¨ÉAUÀ¼ÀÆgÀÄ «±Àé«zÁå®AiÀÄ,

eÁÕ£À¨sÁgÀw, ¨ÉAUÀ¼ÀÆgÀÄ-560 056.

¸ÀzÀ¸ÀågÀÄ

dAn PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ, (PÀ¤µÀ× ªÉÃvÀ£À), PÁ«ÄðPÀ ¨sÀªÀ£À, ¨ÉAUÀ¼ÀÆgÀÄ

¸ÀzÀ¸ÀågÀÄ

G¥À PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ, ºÁ¸À£À ¥ÁæzÉÃ²PÀ, ºÁ¸À£À

¸ÀzÀ¸ÀågÀÄ

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¸ÀzÀ¸ÀågÀÄ

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¸ÀzÀ¸ÀågÀÄ

PÁ«ÄðPÀ C¢üPÁj, G¥À «¨sÁUÀ-1, ªÀÄAUÀ¼ÀÆgÀÄ

¸ÀzÀ¸ÀågÀÄ

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1035

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PÀ£ÁðlPÀ gÁdå PÀ¤µÀ× ªÉÃvÀ£À ¸À®ºÁ ªÀÄAqÀ½ ¨ÉAUÀ¼ÀÆgÀÄ-29

¸ÀzÀ¸Àå PÁAiÀÄðzÀ²ð

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CzsÀåPÀëgÀÄ CxÀªÁ ¥ÀæzsÁ£À PÁAiÀÄðzÀ²ð,

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²æÃ §¯ïzÉÃªï ¨sÁAiÀiï PÉÃ±Àªï ¯Á¯ï,

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²æÃ £ÁUÉÃAzÀæ.r.¥ÉÊ

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¨ÉAUÀ¼ÀÆgÀÄ-560 027

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gÀ¸ÉÛ, ±ÉÃµÁ¢æ¥ÀÄgÀA, ¨ÉAUÀ¼ÀÆgÀÄ-560 020

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3£ÉÃ CqÀØgÀ¸ÉÛ, «.«. ªÉÆºÀ¯Áè, ªÉÄÊ¸ÀÆgÀÄ-570 002.

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dAn PÁAiÀÄðzÀ²ð, L.J£ï.n.AiÀÄÄ.¹.

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CzsÀåPÀëgÀÄ/PÁAiÀÄðzÀ²ð,

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¸ÀzÀ¸ÀågÀÄ

P.R. 209

SC - 200

PÀ£ÁðlPÀ gÁdå¥Á®gÀ DzÉÃ±Á£ÀÄ¸ÁgÀ ªÀÄvÀÄÛ CªÀgÀ ºÉ¸Àj£À°è,

J.J£ï. gÁzsÁªÀÄtÂ

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PÁ«ÄðPÀ E¯ÁSÉ.

PÁ«ÄðPÀ ¸ÀaªÁ®AiÀÄ

«µÀAiÀÄ:

“PÉÊªÀÄUÀÎ ªÀÄvÀÄÛ «zÀÄåvï ZÁ°vÀ ªÀÄUÀÎ (ºÀwÛ) PÉÊUÁjPÉ” G¢ÝªÉÄAiÀÄ°è PÉ®¸À ªÀiÁqÀÄªÀ PÁ«ÄðPÀjUÉ PÀ¤µÀ×

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NzÀ¯ÁVzÉ:

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20-05-2017.

¥Àæ¸ÁÛªÀ£É:-

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PÁ«ÄðPÀjUÉ PÀ¤µÀ× ªÉÃvÀ£À ¥ÀjµÀÌj¸ÀÄªÀ ¸À®ÄªÁV, G¥À ¸À«Äw gÀa¸ÀÄªÀ §UÉÎ ¸À°è¹gÀÄªÀ ªÀiÁ»wAiÀÄ «ªÀgÀ F PÉ¼ÀPÀAqÀAwzÉ:-

1. PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ PÀ®A 5(J) ºÁUÀÆ PÀ®A 9 gÀ ¥ÀæPÁgÀ

Sec. 5 Procedure for fixing and revising minimum wages:-

(1) In fixing minimum rates of wages in respect of any scheduled employment for the first time under this Act or in

revising minimum rates of wages so fixed, the appropriate Government shall either,-

(a) Appoint as many committees and sub-committees as it considers necessary to hold enquires and advise it in

respect of such fixation or revision, as the case may be;

Sec. 9 Composition of Committes, etc-

“Each of the committees, sub committees and the Advisory Board shall consist of persons to be nominated by the

appropriate Government representing employers and employees in the Scheduled Employment, who shall be equal

in number and independent persons not exceeding 1/3

rd of its total number of members, one of such independent

persons shall be appoint the Chairman by the appropriate Government”.

PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ ªÉÄÃ®ÌAqÀ PÀ®A 5(J) ¸ÀºÀªÁavÀ PÀ®A 9gÀ£ÀéAiÀÄ AiÀiÁªÀÅzÉÃ C£ÀÄ¸ÀÆavÀ G¢ÝªÉÄUÉ PÀ¤µÀ× ªÉÃvÀ£À

zÀgÀUÀ¼À£ÀÄß ¤UÀ¢ü¥Àr¸À®Ä ¸ÀPÁðgÀªÀÅ ¸À«ÄwUÀ¼À£ÀÄß ºÁUÀÆ G¥À¸À«ÄwUÀ¼À£ÀÄß gÀa¸À®Ä CªÀPÁ±À«gÀÄvÀÛzÉ. F ¸À«Äw CxÀªÁ G¥À

¸À«ÄwUÀ¼À°è JµÀÄÖ d£À ¸ÀzÀ¸ÀåjgÀ¨ÉÃPÀÄ J£ÀÄßªÀ §UÉÎ PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ PÀ®A9 gÀ£ÀéAiÀÄ ¸À«ÄwAiÀÄ°è ªÀiÁ°ÃPÀgÀ ¥Àæw¤¢üUÀ¼ÀÄ

ºÁUÀÆ PÁ«ÄðPÀgÀ ¥Àæw¤¢üUÀ¼À ¸ÀASÉå ¸ÀªÀÄ£ÁVzÀÄÝ, ¸ÀévÀAvÀæ ¸ÀzÀ¸ÀågÀ ¸ÀASÉåAiÀÄÄ MlÄÖ ¸ÀzÀ¸ÀågÀ ¸ÀASÉåAiÀÄ 1/3 gÀµÀÄÖ ¸ÀASÉåAiÀÄ£ÀÄß «ÄÃgÀzÀAvÉ

EgÀ¨ÉÃPÁVgÀÄvÀÛzÉ JAzÀÄ w½¹, G¥À ¸À«ÄwAiÀÄ ¸ÀzÀ¸ÀågÀ ¥ÀnÖAiÀÄ£ÀÄß ¥Àæ¸ÀÄÛvÀ «¼Á¸ÀzÉÆA¢UÉ ¥ÀjµÀÌj¹ ¥Àæ¸ÁÛªÀ£É ¸À°è¹zÁÝgÉ.

PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀ ¥Àæ¸ÁÛªÀ£ÉAiÀÄ£ÀÄß ¥Àj²Ã°¹, PÉ¼ÀV£ÀAvÉ DzÉÃ²¹zÉ.

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ªÉÄÃ°£À ¥Àæ¸ÁÛªÀ£ÉAiÀÄ »£Éß¯ÉAiÀÄ°è PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ ¥Àæ¸ÁÛ¦¹gÀÄªÀ “PÉÊªÀÄUÀÎ ªÀÄvÀÄÛ «zÀÄåvï ZÁ°vÀ ªÀÄUÀÎ (ºÀwÛ) PÉÊUÁjPÉ”

G¢ÝªÉÄAiÀÄ°è PÉ®¸À ªÀiÁqÀÄªÀ PÁ«ÄðPÀjUÉ PÀ¤µÀ× ªÉÃvÀ£À ¥ÀjµÀÌj¸ÀÄªÀ ¸À®ÄªÁV, G¥À¸À«Äw gÀa¸ÀÄªÀ §UÉÎ, PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ

PÀ®A 5(J) ¸ÀºÀªÁavÀ PÀ®A 9gÀ£ÀéAiÀÄ ªÀiÁ°ÃPÀgÀ, PÁ«ÄðPÀgÀ ªÀÄvÀÄÛ ¸ÀévÀAvÀæ ¸ÀzÀ¸ÀågÀ£ÉÆß¼ÀUÉÆAqÀ ¥Àæw¤¢üUÀ¼À£ÀÄß ¸ÉÃjzÀAvÉ G¥À¸À«ÄwAiÀÄ£ÀÄß

F PÉ¼ÀPÀAqÀAvÉ gÀa¸À¯ÁVzÉ.

¨sÁUÀ 1

PÀ£ÁðlPÀ gÁdå¥ÀvÀæ, UÀÄgÀÄªÁgÀ, dÄ¯ÉÊ 20, 2017

1037

PÀæ.¸ÀA.

¸ÀzÀ¸ÀågÀ «ªÀgÀ

¥ÀzÀ£ÁªÀÄ

¸ÀévÀAvÀæ ¸ÀzÀ¸ÀågÀÄ

PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ,

PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀªÀgÀ PÀbÉÃj, PÁ«ÄðPÀ ¨sÀªÀ£À, §£ÉßÃgÀÄWÀlÖgÀ¸ÉÛ,

¨ÉAUÀ¼ÀÆgÀÄ- 560 029

CzsÀåPÀëgÀÄ

C¥ÀgÀ PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ,

PÉÊUÁjPÁ ¨sÁAzÀªÀå ±ÁSÉ, PÁ«ÄðPÀ ¨sÀªÀ£À, §£ÉßÃgÀÄWÀlÖgÀ¸ÉÛ,

¨ÉAUÀ¼ÀÆgÀÄ-560 029

¸ÀzÀ¸ÀågÀÄ

dAn PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ,

PÀ¤µÀ× ªÉÃvÀ£À ±ÁSÉ, PÁ«ÄðPÀ ¨sÀªÀ£À, §£ÉßÃgÀÄWÀlÖgÀ¸ÉÛ, ¨ÉAUÀ¼ÀÆgÀÄ-560 029.

¸ÀzÀ¸ÀågÀÄ

¤zÉÃð±ÀPÀgÀÄ,

DyðPÀ ªÀÄvÀÄÛ ¸ÁATåPÀ E¯ÁSÉ, §ºÀÄªÀÄºÀr PÀlÖqÀ, ¨ÉAUÀ¼ÀÆgÀÄ-560 001

¸ÀzÀ¸ÀågÀÄ

¤zÉÃð±ÀPÀgÀÄ,

E£ïìnlÆåmï ¥sÁgï ¸ÉÆÃ¶AiÀÄ¯ï CAqï JPÁ£Á«ÄPï ZÉÃAeï, £ÁUÀgÀ¨sÁ«,

¨ÉAUÀ¼ÀÆgÀÄ-560 072.

¸ÀzÀ¸ÀågÀÄ

bÉÃgïªÀÄ£ï ºÁUÀÆ ¦æ¤ì¥Á¯ï,

¨ÉAUÀ¼ÀÆgÀÄ AiÀÄÄ¤ªÀð¹n, AiÀÄÄ¤ªÀð¹n ¯Á PÁ¯ÉÃeï, eÁÕ£À¨sÁgÀw,

¨ÉAUÀ¼ÀÆgÀÄ-560 056.

¸ÀzÀ¸ÀågÀÄ

¥ÁæzsÀå¥ÁPÀgÀÄ ºÁUÀÆ «¨sÁUÀzÀ ªÀÄÄRå¸ÀÜgÀÄ,

CxÀð±Á¸ÀÛç «¨sÁUÀ, ¨ÉAUÀ¼ÀÆgÀÄ «±Àé«zÁå®AiÀÄ, ¨ÉAUÀ¼ÀÆgÀÄ-560 056.

¸ÀzÀ¸ÀågÀÄ

¸ÀºÁAiÀÄPÀ PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ, zÁªÀtUÉgÉ «¨sÁUÀ, zÁªÀtUÉgÉ.

¸ÀzÀ¸ÀågÀÄ

¸ÀºÁAiÀÄPÀ PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ, ¨É¼ÀUÁ« «¨sÁUÀ, ¨É¼ÀUÁ«

¸ÀzÀ¸ÀågÀÄ

10.

¸ÀºÁAiÀÄPÀ PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ ªÀÄvÀÄÛ PÁAiÀÄðzÀ²ð,

PÀ£ÁðlPÀ PÀ¤µÀ× ªÉÃvÀ£À ¸À®ºÁ ªÀÄAqÀ½, PÁ«ÄðPÀ ¨sÀªÀ£À, ¨ÉAUÀ¼ÀÆgÀÄ.

¸ÀzÀ¸Àå PÁAiÀÄðzÀ²ð

ªÀiÁ°ÃPÀgÀ ¥Àæw¤¢üUÀ¼ÀÄ

CzsÀåPÀëgÀÄ CxÀªÁ ¥ÀæzsÁ£À PÁAiÀÄðzÀ²ð,

¥sÉqÀgÉÃµÀ£ï D¥sï PÀ£ÁðlPÀ bÉÃA§gï D¥sï PÁªÀÄ¸ïð, PÉ.f.gÀ¸ÉÛ,

¨ÉAUÀ¼ÀÆgÀÄ-560 009.

¸ÀzÀ¸ÀågÀÄ

CzsÀåPÀëgÀÄ CxÀªÁ ¥ÀæzsÁ£À PÁAiÀÄðzÀ²ð,

PÀ£ÁðlPÀ ¸Áä¯ï ¸ÉÌÃ¯ï EAqÀ¹ÖçÃ¸ï C¸ÉÆÃ¹AiÉÄÃµÀ£ï (PÁ¹AiÀiÁ), £ÀA. 106, 17£ÉÃ

PÁæ¸ï, ªÀiÁUÀr PÁqïð gÀ¸ÉÛ, «dAiÀÄ£ÀUÀgÀ, ¨ÉAUÀ¼ÀÆgÀÄ-560 040.

¸ÀzÀ¸ÀågÀÄ

ªÀåªÀ¸ÁÜ¥ÀPÀ ¤zÉÃð±ÀPÀgÀÄ,

PÀ£ÁðlPÀ ¸ÉÖÃmï ¥ÀªÀgï®ÆªÀiï qÉªÀ®¥ïªÉÄAmï PÁ¥ÉÆðgÉÃµÀ£ï °., QvÀÆÛgÀÄ gÁtÂ

ZÉ£ÀßªÀÄä ªÀÈvÀÛ, MPÀÌ°UÀgÀ ¨sÀªÀ£À, 6£ÉÃ ªÀÄºÀr, ¨ÉAUÀ¼ÀÆgÀÄ-560 001.

¸ÀzÀ¸ÀågÀÄ

ªÀåªÀ¸ÁÜ¥ÀPÀ ¤zÉÃð±ÀPÀgÀÄ,

PÀ£ÁðlPÀ ¸ÉÖÃmï ºÁåAqï ®ÆªÀiï qÉªÀ®¥ïªÉÄAmï PÁ¥ÉÆÃðgÉÃµÀ£ï °.,

¦æAiÀÄzÀ²ð¤ £ÉÃPÁgÀ ¨sÀªÀ£À, «zÁå£ÀUÀgÀ, ºÀÄ§â½î.

¸ÀzÀ¸ÀågÀÄ

ªÀiÁ°ÃPÀgÀÄ,

ªÉÄ: gÉÃtÄPÁ ºÁåAqï®ÆªÀiï, ZËqÉÃ±Àéj £ÀUÀgÀ, ²Vè, ²gÀºÀnÖ.

¸ÀzÀ¸ÀågÀÄ

ªÀiÁ°ÃPÀgÀÄ,

ªÉÄ:CªÀÄgÉÃ±ÀégÀ ¥ÀªÀgï ®ÆªÀiï, «zÁå£ÀUÀgÀ, ²Vè, ²gÀºÀnÖ.

¸ÀzÀ¸ÀågÀÄ

ªÀiÁ°ÃPÀgÀÄ, ªÉÄ: ªÉAPÀmÉÃ±ÀégÀ ¸ÁåjÃ¸ï (¥ÀªÀgï ®ÆªÀiï),

ªÉÄÃ£ï gÉÆÃqï, ªÀqÀUÁ«, ±ÀºÁ¥ÀÆgÀ, ¨É¼ÀUÁ« f¯Éè.

¸ÀzÀ¸ÀågÀÄ

ªÀiÁ°ÃPÀgÀÄ,

ªÉÄ: PÀ®ÆègÀ ¥ÀªÀgï®ÆªÀiïì, ºÀ¼ÀPÉÃj UÀ°è, ¸ÉÆ¼É¨Á«, ¨É¼ÀUÁ« f¯Éè.

¸ÀzÀ¸ÀågÀÄ

1038

PÀ£ÁðlPÀ gÁdå¥ÀvÀæ, UÀÄgÀÄªÁgÀ, dÄ¯ÉÊ 20, 2017

¨sÁUÀ 1

PÀæ.¸ÀA.

¸ÀzÀ¸ÀågÀ «ªÀgÀ

¥ÀzÀ£ÁªÀÄ

CzsÀåPÀëgÀÄ/PÁAiÀÄðzÀ²ðUÀ¼ÀÄ,

¤AiÀÄ«ÄvÀ, zÁªÀtUÉgÉ f¯Éè.

¸ÀzÀ¸ÀågÀÄ

10.

CzsÀåPÀëgÀÄ/PÁAiÀÄðzÀ²ðUÀ¼ÀÄ,

²æÃ ªÀiÁPÀðAqÉÃAiÀÄ ºÀwÛ PÉÊªÀÄUÀÎ £ÉÃPÁgÀgÀ GvÁàzÀ£Á ªÀÄvÀÄÛ ªÀiÁgÁl ¸ÀºÀPÁgÀ

¸ÀAWÀ ¤., UÀÄvÀÆÛgÀÄ, ºÀjºÀgÀ, zÁªÀtUÉgÉ f¯Éè.

¸ÀzÀ¸ÀågÀÄ

PÁ«ÄðPÀgÀ ¥Àæw¤¢üUÀ¼ÀÄ

CzsÀåPÀëgÀÄ CxÀªÁ ¥ÀæzsÁ£À PÁAiÀÄðzÀ²ð,

EArAiÀÄ£ï £ÁåµÀ£À¯ï mÉæÃqï AiÀÄÆ¤AiÀÄ£ï PÁAUÉæ¸ï, £ÀA:26/1, 2£ÉÃ ªÉÄÃ£ï, 11£ÉÃ

PÁæ¸ï, ªÉÊAiÀiÁ°PÁªÀ¯ï, ¨ÉAUÀ¼ÀÆgÀÄ-03.

¸ÀzÀ¸ÀågÀÄ

CzsÀåPÀëgÀÄ CxÀªÁ ¥ÀæzsÁ£À PÁAiÀÄðzÀ²ð,

¨sÁgÀwÃAiÀÄ ªÀÄdÆÝgï ¸ÀAWÀ, PÀ£ÁðlPÀ ¥ÀæzÉÃ±À, £ÀA. 458, Nn¹ gÀ¸ÉÛ,

PÁl£ï¥ÉÃmÉ, ¨ÉAUÀ¼ÀÆgÀÄ-560 053.

¸ÀzÀ¸ÀågÀÄ

CzsÀåPÀëgÀÄ CxÀªÁ ¥ÀæzsÁ£À PÁAiÀÄðzÀ²ð,

¨ÉAUÀ¼ÀÆgÀÄ-27.

¸ÀzÀ¸ÀågÀÄ

CzsÀåPÀëgÀÄ CxÀªÁ ¥ÀæzsÁ£À PÁAiÀÄðzÀ²ð,

»Azï ªÀÄdÆÝgï ¸À¨sÁ, £ÀA. 304, UËgÀªÁ DPÉðqï-1, DvÁä£ÀAzÀ PÁ¯ÉÆÃ¤,

Dgï.n. £ÀUÀgÀ, ¨ÉAUÀ¼ÀÆgÀÄ-560 032.

¸ÀzÀ¸ÀågÀÄ

CzsÀåPÀëgÀÄ CxÀªÁ ¥ÀæzsÁ£À PÁAiÀÄðzÀ²ð,

D¯ï EArAiÀiÁ mÉæÃqï AiÀÄÆ¤AiÀÄ£ï PÁAUÉæ¸ï, £ÀA:6, ¹gÀÆgÀÄ ¥ÁPïð gÀ¸ÉÛ,

±ÉÃµÁ¢æ¥ÀÄgÀA, ¨ÉAUÀ¼ÀÆgÀÄ-20

¸ÀzÀ¸ÀågÀÄ

CzsÀåPÀëgÀÄ/PÁAiÀÄðzÀ²ð, mÉæÃqï AiÀÄÆ¤AiÀÄ£ï PÉÆÃ-Drð£ÉÃµÀ£ï ¸ÉAlgï, £ÀA-43,

¨ÉAUÀ¼ÀÆgÀÄ-560 079.

¸ÀzÀ¸ÀågÀÄ

ªÉÄ: ¦æAiÀÄzÀ²ð¤ JA¥Áè¬ÄÃ¸ï AiÀÄÆ¤AiÀÄ£ï, £ÀA:1, mÁåAPïgÀ¸ÉÛ, JA.E.f.

¸ÉAlgï ºÀwÛgÀ, ºÀ®¸ÀÆgÀÄ, ¨ÉAUÀ¼ÀÆgÀÄ.

¸ÀzÀ¸ÀågÀÄ

PÀ£ÁðlPÀ ºÁåAqï®ÆªÀiï qÉªÀ®¥ïªÉÄAmï JA¥Áè¬ÄÃ¸ï C¸ÉÆÃ¹AiÉÄÃµÀ£ï,

¨ÁUÀ®PÉÆÃmÉ f¯Éè.

¸ÀzÀ¸ÀågÀÄ

¨É¼ÀUÁ« f¯Áè £ÉÃPÁgÀgÀ ªÉÃ¢PÉ, ¨sÁgÀvï £ÀUÀgÀ, 3£ÉÃ PÁæ¸ï, ±ÀºÁ¥ÀÄgÀ, ¨É¼ÀUÁ«.

¸ÀzÀ¸ÀågÀÄ

10.

zÁªÀtUÉgÉ.

¸ÀzÀ¸ÀågÀÄ

P.R. 210

SC - 200

PÀ£ÁðlPÀ gÁdå¥Á®gÀ DzÉÃ±Á£ÀÄ¸ÁgÀ ªÀÄvÀÄÛ CªÀgÀ ºÉ¸Àj£À°è,

J.J£ï. gÁzsÁªÀÄtÂ

¸ÀPÁðgÀzÀ C¢üÃ£À PÁAiÀÄðzÀ²ð

PÁ«ÄðPÀ E¯ÁSÉ.

PÁ«ÄðPÀ ¸ÀaªÁ®AiÀÄ

«µÀAiÀÄ:

gÀa¸ÀÄªÀ PÀÄjvÀÄ.

NzÀ¯ÁVzÉ: PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀ ¥ÀvÀæ ¸ÀA: PÀªÉÃPÁ-02/¥ÀjµÀÌgÀuÉ/¹Dgï-07/ 2014-15, ¢£ÁAPÀ: 22-01-2016 ªÀÄvÀÄÛ

12-05-2017.

¨sÁUÀ 1

PÀ£ÁðlPÀ gÁdå¥ÀvÀæ, UÀÄgÀÄªÁgÀ, dÄ¯ÉÊ 20, 2017

1039

¥Àæ¸ÁÛªÀ£É:-

ªÉÄÃ¯É NzÀ¯ÁzÀ ¥ÀvÀæUÀ¼À°è PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ, “UÉÆÃqÀA©” vÀAiÀiÁjPÉ G¢ÝªÉÄAiÀÄ°è PÉ®¸À ªÀiÁqÀÄªÀ PÁ«ÄðPÀjUÉ PÀ¤µÀ× ªÉÃvÀ£À

¥ÀjµÀÌj¸ÀÄªÀ ¸À®ÄªÁV, G¥À ¸À«Äw gÀa¸ÀÄªÀ §UÉÎ ¸À°è¹gÀÄªÀ ªÀiÁ»wAiÀÄ «ªÀgÀ F PÉ¼ÀPÀAqÀAwzÉ:-

PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ PÀ®A 5(J) ºÁUÀÆ PÀ®A 9 gÀ ¥ÀæPÁgÀ

Sec. 5 Procedure for fixing and revising minimum wages:-

(1) In fixing minimum rates of wages in respect of any scheduled employment for the first time under this Act or in

revising minimum rates of wages so fixed, the appropriate Government shall either,-

(a) Appoint as many committees and sub-committees as it considers necessary to hold enquires and advise it in

respect of such fixation or revision, as the case may be;

Sec. 9 Composition of Committes, etc-

“Each of the committees, sub committees and the Advisory Board shall consist of persons to be nominated by the

appropriate Government representing employers and employees in the Scheduled Employment, who shall be equal

in number and independent persons not exceeding 1/3

rd of its total number of members, one of such independent

persons shall be appoint the Chairman by the appropriate Government”.

PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ ªÉÄÃ®ÌAqÀ PÀ®A 5(J) ¸ÀºÀªÁavÀ PÀ®A 9gÀ£ÀéAiÀÄ AiÀiÁªÀÅzÉÃ C£ÀÄ¸ÀÆavÀ G¢ÝªÉÄUÉ PÀ¤µÀ× ªÉÃvÀ£À

zÀgÀUÀ¼À£ÀÄß ¤UÀ¢ü¥Àr¸À®Ä ¸ÀPÁðgÀªÀÅ ¸À«ÄwUÀ¼À£ÀÄß ºÁUÀÆ G¥À ¸À«ÄwUÀ¼À£ÀÄß gÀa¸À®Ä CªÀPÁ±À«gÀÄvÀÛzÉ. F ¸À«Äw CxÀªÁ G¥À

¸À«ÄwUÀ¼À°è JµÀÄÖ d£À ¸ÀzÀ¸ÀåjgÀ¨ÉÃPÀÄ J£ÀÄßªÀ §UÉÎ PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ PÀ®A9 gÀ£ÀéAiÀÄ ¸À«ÄwAiÀÄ°è ªÀiÁ°ÃPÀgÀ ¥Àæw¤¢üUÀ¼ÀÄ ºÁUÀÆ

PÁ«ÄðPÀgÀ ¥Àæw¤¢üUÀ¼À ¸ÀASÉå ¸ÀªÀÄ£ÁVzÀÄÝ, ¸ÀévÀAvÀæ ¸ÀzÀ¸ÀågÀ ¸ÀASÉåAiÀÄÄ MlÄÖ ¸ÀzÀ¸ÀågÀ ¸ÀASÉåAiÀÄ 1/3 gÀµÀÄÖ ¸ÀASÉåAiÀÄ£ÀÄß «ÄÃgÀzÀAvÉ

EgÀ¨ÉÃPÁVgÀÄvÀÛzÉ JAzÀÄ w½¹, G¥À ¸À«ÄwAiÀÄ ¸ÀzÀ¸ÀågÀ ¥ÀnÖAiÀÄ£ÀÄß ¥Àæ¸ÀÄÛvÀ «¼Á¸ÀzÉÆA¢UÉ ¥ÀjµÀÌj¹ ¥Àæ¸ÁÛªÀ£É ¸À°è¹zÁÝgÉ.

PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀ ¥Àæ¸ÁÛªÀ£ÉAiÀÄ£ÀÄß ¥Àj²Ã°¹, PÉ¼ÀV£ÀAvÉ DzÉÃ²¹zÉ.

¸ÀPÁðgÀzÀ DzÉÃ±À ¸ÀASÉå: PÁE 109 J¯ïqÀ§ÆèöåJ 2014, ¨ÉAUÀ¼ÀÆgÀÄ, ¢£ÁAPÀ: 17-06-2017.

ªÉÄÃ°£À ¥Àæ¸ÁÛªÀ£ÉAiÀÄ »£Éß¯ÉAiÀÄ°è PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ ¥Àæ¸ÁÛ¦¹gÀÄªÀ “ UÉÆÃqÀA© ” vÀAiÀiÁjPÉ G¢ÝªÉÄAiÀÄ°è PÉ®¸À ªÀiÁqÀÄªÀ

PÁ«ÄðPÀjUÉ PÀ¤µÀ× ªÉÃvÀ£À ¥ÀjµÀÌj¸ÀÄªÀ ¸À®ÄªÁV, G¥À¸À«Äw gÀa¸ÀÄªÀ §UÉÎ, PÀ¤µÀ× ªÉÃvÀ£À PÁAiÉÄÝ, 1948gÀ PÀ®A 5(J) ¸ÀºÀªÁavÀ PÀ®A

9gÀ£ÀéAiÀÄ ªÀiÁ°ÃPÀgÀ, PÁ«ÄðPÀgÀ ªÀÄvÀÄÛ ¸ÀévÀAvÀæ ¸ÀzÀ¸ÀågÀ£ÉÆß¼ÀUÉÆAqÀ ¥Àæw¤¢üUÀ¼À£ÀÄß ¸ÉÃjzÀAvÉ G¥À¸À«ÄwAiÀÄ£ÀÄß F PÉ¼ÀPÀAqÀAvÉ gÀa¸À¯ÁVzÉ.

¸ÀévÀAvÀæ ¸ÀzÀ¸ÀågÀÄ

C¥ÀgÀ PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ (PÉÊUÁjPÁ ¨sÁAzÀªÀå)

PÁ«ÄðPÀ ¨sÀªÀ£À, §£ÉßÃgÀÄWÀlÖ gÀ¸ÉÛ, ¨ÉAUÀ¼ÀÆgÀÄ.

CzsÀåPÀëgÀÄ

¤zÉÃð±ÀPÀgÀÄ CxÀªÁ CªÀgÀ ¥Àæw¤¢ü, DyðPÀ ªÀÄvÀÄÛ ¸ÁATåPÀ E¯ÁSÉ, §ºÀÄªÀÄºÀr

PÀlÖqÀ, ¨ÉAUÀ¼ÀÆgÀÄ-560 001.

¸ÀzÀ¸ÀågÀÄ

¥ÁæzsÁå¥ÀPÀgÀÄ ºÁUÀÆ «¨sÁUÀzÀ ªÀÄÄRå¸ÀÜgÀÄ, CxÀð±Á¸ÀÛç «¨sÁUÀ, ¨ÉAUÀ¼ÀÆgÀÄ

«±Àé«zÁå®AiÀÄ, eÁÕ£À¨sÁgÀw, ¨ÉAUÀ¼ÀÆgÀÄ-560 056.

¸ÀzÀ¸ÀågÀÄ

dAn PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ (PÀ¤µÀ× ªÉÃvÀ£À),PÁ«ÄðPÀ ¨sÀªÀ£À, ¨ÉAUÀ¼ÀÆgÀÄ.

¸ÀzÀ¸ÀågÀÄ

G¥À PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ, ºÁ¸À£À ¥ÁæzÉÃ²PÀ, ºÁ¸À£À

¸ÀzÀ¸ÀågÀÄ

¸ÀºÁAiÀÄPÀ PÁ«ÄðPÀ DAiÀÄÄPÀÛgÀÄ, zÀQët PÀ£ÀßqÀ «¨sÁUÀ, ªÀÄAUÀ¼ÀÆgÀÄ.

¸ÀzÀ¸ÀågÀÄ

PÁ«ÄðPÀ C¢üPÁj, G¥À «¨sÁUÀ, PÁgÀªÁgÀ, PÁgÀªÁgÀ.

¸ÀzÀ¸ÀågÀÄ

PÁ«ÄðPÀ C¢üPÁj, G¥À «¨sÁUÀ-2, ªÀÄAUÀ¼ÀÆgÀÄ.

¸ÀzÀ¸ÀågÀÄ

PÁ«ÄðPÀ C¢üPÁj, GqÀÄ¦ G¥À «¨sÁUÀ, GqÀÄ¦

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R.N.I. No. KARBIL/2001/47147 POSTAL REGN. No. RNP/KA/BGS/2202/2017-19

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