भाग दोन संकीर्ण, विकली गॅझेट, गुरुवार ते बुधवार,सप्टेंबर १८-२४, २०२५/भाद्रपद २७-आश्विन २, शके १९४७

RNI No. MAHBIL /2009/35827

महाराष्ट्र शासन राजपत्र

भाग दोन-संकीर्ण सूचना व जाहहराती

वर्ष्ण ११, अंक ३७] गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ [पृष्टठे ३४, हकंमत : रुपये १५.००

प्ाहधकृत प्काशन

संकीर्ण सूचना व जाहहराती

वंगुर्ला्ण नगरपरिरर्षद, वंगुर्ला्ण

महाराष्ट्र र्लाोकसेवा अंहधहनयेम, २०१५ अंतग्णत देण्येात येर्ाऱ्येा र्लाोकसेवाबुाबुतची माहहती

क्रमांांकी नपवें/कीार्याण-०७/३३८७/२०२५.—मांहाराष्ट्र लोकीसंेवेंा अध्र्यादोेश, २०१५ चा मांहाराष्ट्र अध्र्यादोेश क्र. ५ चा कीलोमां ३(१) अन्वेंर्याे प्राप्त अधिकीारानुसंारा मांुख्र्याधिकीाराी, वेंगुलोाण. नगरापरिराषदो वेंगुलोाण, र्याद्वाराे उक्त अध्र्यादोेशाच्र्या प्रार्याोजनार्थण नागरिराकीांना वेंगुलोाण नगरापरिराषदोकीडून पुराधिवेंण्र्यात र्याेत असंलोेल्र्या लोकीसंेवेंा, धिनर्यात कीालोमांर्याणदोा, पदोधिनदोेधिशत अधिकीाराी, प्रार्थमां आधिर्ण धिद्वातीर्या प्राधिकीाराी र्याबाबाी खालोीलो परिराधिशष्टामांध्र्याे नमांूदो कीेल्र्याप्रामांार्णे अधिसंूधिचात कीराीत आहाोत.

(१)

भाग दोन (संकीर्ण)–१२ महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, ३ गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ भाग दोन (संकीर्ण)–१ अ४ महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ . ा

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Serial No. M-2511

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Registered Office : Exchange Plaza, Plot No. C-1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051

The Byelaws of National Stock Exchange of India Limited are amended as under:

1. In Chapter XI of NSE Byelaws, Clause 20(a) shall be inserted as:

(20) The Byelaws contained in this Chapter shall be read in conjunction with the provisions of any Circular, guideline, norm, instruction (by whatsoever name they may be called) issued by SEBI in this regard, as well as any other law in force.

(a) All claims, differences, or disputes under consideration of the GRC or in relation to which arbitration/ appellate arbitration proceedings have been commenced before August 16, 2023, shall be resolved as per the applicable framework prescribed under Chapter XI and XIII of the Byelaws.

2. Chapter XI A 'Dispute Resolution' shall be inserted after Chapter XI of NSE

Byelaws, as follows:

CHAPTER XI A

DISPUTE RESOLUTION

Definitions

'Arbitrator' shall mean a sole arbitrator or panel of arbitrators.

'Act' shall mean the Arbitration and Conciliation Act, 1996 and includes any statutory modification, replacement or re-enactment thereof, for the time being in force.

'Arbitral Award' shall mean the award passed by the Arbitrator.

'ODR Institution' shall mean an alternative dispute resolution organization empaneled by the Exchange, for facilitating, administering and undertaking time bound resolution of disputes between parties in accordance with processes and procedures specified by the Relevant Authority from time to time.

Reference to dispute resolution

(1) All claims, differences or disputes between Trading Members and Constituents, Trading Member and clients of Authorized Persons arising out of or in relation to dealings, contracts and transactions made subject to the Byelaws, Rules and Regulations of the Exchange or with reference to anything incidental thereto or in pursuance thereof or relating to their validity, construction, interpretation, fulfilment or the rights, obligations and liabilities of the parties thereto and including any question of whether such dealings, transactions and contracts have been entered into can be submitted to dispute resolution in accordance with the provisions of these Byelaws, Regulations and Circulars of the Exchange. The Exchange through ODR institutions shall be entitled to administer the conciliation and arbitration of such disputes, subject to the circulars/ guidelines/ regulations issued by the Relevant Authority from time to time.

Provided in disputes between Authorized Persons and clients of Authorized Persons, the Trading Member should be added as a necessary party.

(2) All claims, differences or disputes arising between an Issuer and a Constituent in respect of such matters as may be specifically provided from time to time in the Listing Agreement as entered into by an Issuer with the Exchange can be submitted to dispute resolution in accordance with the provisions of these Byelaws, Regulations and Circulars of the Exchange. The Exchange shall be entitled to administer the conciliation and arbitration of such disputes, subject to the circulars/ guidelines/ regulations issued by the Relevant Authority from time to time.

भाग दोन (संकीर्ण)–२अ१२ महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ For the purpose of these Byelaws and Regulations, the term 'Issuer' shall have the same meaning as defined in these Byelaws and the term 'Constituent' shall mean the investor who has bought or sold, on the Exchange, the securities of the Issuer in respect of which the claim, differences or dispute has arisen.

(3) The Exchange shall be empowered to administer conciliation and arbitration for such disputes and parties other than those mentioned in the provisions of Byelaws (1) and (2) of this Chapter by adopting such procedures as may be prescribed by the Exchange by way of Byelaws, Rules, Regulations and Circulars, subject to the circulars/ guidelines/ regulations issued by the Relevant Authority from time to time.

Empanelment of ODR Institutions

(4) The Exchange is empowered to work in conjunction with other market infrastructure institutions and empanel/ avail the services of ODR Institutions who shall facilitate, administer and undertake the resolution of claims, differences or disputes between parties as mentioned in provisions of Byelaws (1) and (2) of this Chapter.

(5) The Exchange is also empowered to work in conjunction with other market infrastructure institutions and empanel/ avail the services of ODR Institutions who shall facilitate, administer, and undertake the conciliation and arbitration for such disputes and parties other than those mentioned in the provisions of Byelaws (1) and (2) of this Chapter.

(6) The Exchange may empanel one or more ODR Institutions in accordance with the criteria prescribed by it, subject to the circulars/ guidelines/ regulations issued by the Relevant Authority from time to time. Empaneled ODR Institutions shall inter alia appoint duly qualified, experienced, and independent conciliators and Arbitrators to conduct conciliation and arbitration proceedings. Further, ODR Institutions shall have established processes and mechanisms to facilitate, administer and undertake time bound resolution of claims, differences or disputes between parties through conciliation and arbitration, subject to the provisions of the Act, and any other applicable laws, and in accordance with the guidelines/ directions that may be issued by the Exchange and/or the Relevant Authority from time to time.

Provisions of these Byelaws and Regulations deemed to form part of all dealings, contracts and transactions

(7) In all dealings, contracts and transactions, which are made or deemed to be made subject to the Byelaws, Rules and Regulations of the Exchange, the provisions relating to dispute resolution as provided in these Byelaws, Regulations and Circulars of the Exchange shall form and shall be deemed to form part of the dealings, contracts and transactions and parties shall be deemed to have entered into a dispute resolution agreement in writing by which all claims, differences or disputes of the nature referred to in Byelaws (1) and (2) of this Chapter and all incidental arrangements, can be submitted to dispute resolution as per the provisions of these Byelaws, Regulations and Circulars of the Exchange, subject to the circulars/ guidelines/ regulations issued by the Relevant Authority from time to time.

(8) In all dealings, contracts and transactions in relation to the securities market, entered or deemed to be entered between concerned parties as provided for in Byelaw (3) of this Chapter, the provisions relating to dispute resolution as provided in these Byelaws, Regulations, and Circulars of the Exchange shall form and shall be deemed to form part of the dealings, contracts and transactions and parties shall be deemed to have entered into a dispute resolution agreement in writing by which all claims, differences or disputes in relation to the securities market and all incidental arrangements, can be submitted to dispute resolution as per the provisions of these Byelaws, Regulations and Circulars of the Exchange, subject to the circulars/ guidelines/ regulations issued by the Relevant Authority from time to time.

Limitation period for dispute resolution

(9) Disputes can be submitted to dispute resolution in accordance with the provisions of these Byelaws, Regulations, and the Act when within the applicable law of limitation (reckoned from the date when the issue arose/ occurred that has resulted in the complaint/ date of the last transaction or the date of disputed transaction, whichever is later).

(10) Notwithstanding the above, the Relevant Authority may, from time to time, prescribe timelines for proceedings pertaining to conciliation and arbitration.

Power of the Exchange to prescribe Regulations and Circulars

(11) The Exchange may, from time to time prescribe Regulations and Circulars for the following:

(i) Procedure to be followed for conducting a review of the complaints / disputes filed by parties.

(ii) Procedure to be followed by parties in conciliation/ arbitration proceedings.

(iii) Procedure to be followed by ODR Institutions in conducting conciliation/ arbitration proceedings.

(iv) Procedure to be followed while administering and assisting in the resolution of claims, differences or disputes between parties. In particular, and without prejudice to the generality of the foregoing power, such procedure may, inter alia, provide for the following:

(a) collection of fees and costs (or its refund) paid by parties;

(b) monitoring the due payment/ adherence of parties to the terms and conditions of the settlement agreement;

(c) collection of admissible claim value from parties and pay-out/ release of the same to concerned parties, post completion of conciliation proceedings;

(d) initiation of arbitration proceedings, post conclusion of conciliation proceedings when claims, differences or disputes are not resolved between the parties;

(e) monitoring the due payment/ adherence of parties to the terms and conditions of the Arbitral Award, post conclusion of the arbitration proceedings and due payment/ adherence of parties to any interim relief that may be awarded by the Arbitrator (f) penalties / directions / actions with respect to non-adherence by concerned parties to inter alia the terms of the settlement agreement/ Arbitral Award/ interim relief of the Arbitrator or any directions issued by concerned ODR Institutions and market infrastructure institutions;

(g) collection of amounts payable from parties in terms of the Arbitral Award and pay- out/ release of the same to concerned parties, post completion of arbitration proceedings;

(h) procedure in relation to challenging an Arbitral Award of an Arbitrator, when claims, differences or disputes are not resolved between the parties;

(i) setting out the roles/ obligations/ rights/evaluation procedure of the arbitrator/ conciliator appointed by empaneled ODR Institutions;

(j) maintenance of records pertaining to conciliation/ arbitration proceedings; and (k) any other matter which in the opinion of the Exchange is required to be dealt with in the Regulations and Circulars to facilitate conciliation/ arbitration.

The Exchange from time to time may amend, modify, alter, repeal, or add to the provisions of the Regulations and Circulars.

(12) The Regulations and Circulars prescribed by the Exchange with respect to the above will be subject to the circulars/ guidelines/ regulations issued by the Relevant Authority from time to time.

Reference to conciliation and arbitration

(13) All claims, differences or disputes between parties as mentioned in provisions of Byelaws (1), and (2) of this Chapter, may be resolved through reference to conciliation and arbitration in accordance with the provisions of these Byelaws, Regulations and Circulars of the Exchange.

(14) All claims, differences or disputes between concerned parties as provided for in Byelaw (3) of this Chapter, may be resolved through reference to conciliation and arbitration in accordance with the provisions of these Byelaws, Regulations and Circulars of the Exchange.

(15) In case of reference to arbitration, the parties shall be entitled to challenge the Arbitral Award rendered at the conclusion of arbitration proceedings, in terms of Section 34 of the Act. Arbitration proceedings subject to the provisions of the Act

(16) Arbitration proceedings as provided for by the provisions of these Byelaws, Regulations and Circulars of the Exchange shall be subject to the provisions of the Act to the extent not provided for in these Byelaws or Regulations or Circulars of the Exchange.

Appearance in conciliation and arbitration proceedings by counsel, attorney or advocate (17) In conciliation and arbitration proceedings, parties shall not be permitted to appear by counsel, attorney or advocate but where one of the parties is a Constituent, then the Constituent shall be permitted to appear by counsel, attorney or advocate. If the Constituent chooses to appear by counsel, attorney or advocate, then the Trading Member, Authorized Person and Issuer, as the case may be, shall be granted a similar privilege.

Jurisdiction / venue and seat of conciliation and arbitration

(18) The venue and seat of the proceedings of conciliation and arbitration shall be the place where the Constituent resides permanently or, where the Constituent is not an individual, the place where it is registered in India or has its principal place of business in India, as provided in the relevant KYC documents of the Constituent.

(19) Notwithstanding the above, the Relevant Authority may, from time to time, determine the venue and seat of conciliation and arbitration.

(20) Furthermore, the application under Section 34 of the Act, if any, against the decision of the Arbitrator shall be filed before the court having competent jurisdiction in India.

Exclusion

(21) For removal of doubts, it is hereby clarified that the Exchange shall not be construed to be a party to the dealings, contracts and transactions referred to under this Chapter, and the provisions of this Chapter shall not apply in case of claims, differences or disputes between the Exchange and a Trading Member or the Exchange and an Authorized Person or the Exchange and an Issuer. Further, the Exchange would not constitute a necessary party to the attendant proceedings of conciliation or arbitration.

(22) For removal of doubts, it is hereby clarified that the Exchange shall not be construed to be a party to the dealings, contracts and transactions referred to under this Chapter, and the provisions of this Chapter shall not apply in case of claims, differences or disputes between the Exchange and concerned parties as provided for in Byelaw (3). Further, the Exchange would not constitute a necessary party to the attendant proceedings of conciliation or arbitration.

(23) In no event shall any dispute, appeal, review, or challenge be referred to any stage of the proceedings contemplated in this Chapter, including conciliation or arbitration, if such dispute, appeal, review or challenge pertains to the regulatory and enforcement role, or roles of a similar nature, played by the Exchange.

(24) The decision of the Exchange pertaining to the nature of the complaint/ dispute shall be final and binding on all parties.

Applicability of this Chapter

(25) Notwithstanding anything contained in this Chapter, all claims, differences or disputes under consideration of the GRC or in arbitration/ appellate arbitration before August 16, 2023, shall be resolved as per the applicable framework prescribed under Chapter XI and XIII of the Byelaws.

For National Stock Exchange of India Limited,

SAI SARANYA HARIHARAN, Authorized Signatory.

CIN: U67120MH1992PLC069769

Registered Office : Exchange Plaza, C-1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India

Pursuant to the provisions of Section 23 of General Clauses Act, 1897 read with applicable provisions of the Securities Contracts (Regulations) Rules, 1957, if any, the proposed amendments to the Articles of Association ("AOA") of the National Stock Exchange of India Limited ("NSEIL") as given hereunder are published for objections/suggestions/criticism, if any, from persons likely to be affected, in the Gazette of State of Maharashtra. Any person having any objections/suggestions/ criticism on the proposed amendments to AOA can send the same in writing to the kind attention of the Secretarial Department of NSEIL at Exchange Plaza, Fourth Floor, 'A' wing, C-1, Block G, Bandra – Kurla Complex, Bandra (East), Mumbai 400 051, within fifteen days from the date of this publication in the Gazette of State of Maharashtra.

The objections/suggestions/criticism received after the aforementioned date will not be considered once the proposed amendments are taken up by the SEBI for its approval.

The existing AOA was formulated in accordance with the provisions of the erstwhile Companies Act, 1956. Considering the various amendments made to the applicable laws, regulations, rules, guidelines from time to time, there is a need to amend the Existing AOA in order to align it with the prevailing provisions of Schedule I, Table F of the Companies Act, 2013 ('the Act'), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations"), the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 ("SECC Regulations") and other applicable laws, regulations, rules, guidelines each as amended from time to time, few provisions have been incorporated in the amended AOA by way of inserting and/or omitting and/or substituting the existing Headings /Title / sub-headings, Articles and its Clauses with altered revised and/or new Headings / sub-headings, Articles and its Clauses.

The alterations are as follows:

1. Substituted the existing sub-clause (g) of the Article 1 - Interpretation with the

following revised sub-clause:

(g) "Members of the Company" or "Members" or "Shareholders" shall mean the duly registered holders, from time to time, of the shares of the Company and include the subscribers to the Memorandum of Association of the Company.

2. Substituted the existing Heading/Title of Articles of Association after Article 2 with the following revised Heading/Title:

"SHARE CAPITAL AND VARIATION OF SHAREHOLDERS RIGHTS"

3. Substituted the existing Article No. 8 with respect to "Shares at the disposal of the Governing Board" with the following revised Article No. 8

Subject to Section 62 and other applicable provisions the Act and these Articles, the shares in the Capital of the Company for the time being (including any shares forming part of any increased capital of the Company) shall be under the control of the Directors who may issue, allot or otherwise dispose off all or any of such shares to such persons in such proportions and on such terms and conditions and either at a premium or at par or (subject to compliance with the provisions of Section 53 of the Act) at a discount and at such times as they may from time to time think fit and proper with the sanction of the Company in the General Meeting to give to any person or persons the option१७ महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ or right to call for any Shares either at par or premium during such time and for such consideration as the Directors think fit, and may issue and allot Shares in the capital of the Company on payment in full or part of any property sold and transferred or for any services rendered to the Company in the conduct of its business and any Shares which may so be allotted may be issued as fully paid up Shares and if so issued, shall be deemed to be fully paid Shares.

Provided that option or right to call shares shall not be given to any person except with the sanction of the Company in General Meeting.

4. Inserted new clause i.e. Article 17A with respect to "VARIATION OF SHAREHOLDERS' RIGHTS"

VARIATION OF SHAREHOLDERS' RIGHTS

(a) If at any time the share capital of the Company is divided into different classes of shares, the rights attached to the shares of any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to provisions of the Act and whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three- fourth of the issued shares of that class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the issued shares of that class, as prescribed by the Act. (b) The right conferred upon the holders of the shares of any class issued with preferred or other right shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari-pasu therewith.

(c) Subject to the provisions of the Act, to every such separate meeting, the provisions of these Articles relating to meeting shall mutatis mutandis apply.

5. Substituted the existing Article No. 18 with respect to "Commission for placing of shares" with the following revised Article No. 18

The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether Absolutely or conditionally) for any shares, debentures or debenture stock or any other security of the Company or for procuring or agreeing to procure subscriptions (whether absolute or conditional) for any share debentures or debenture stock or any other security of the Company but so that if the commission in respect of shares shall be paid or payable out of the proceeds of the respective issue or profit or both, the statutory conditions and requirements shall be observed and complied with and the amount or rate of commission shall not exceed the rates prescribed by the Act and the rules thereunder. The Commission may be paid or satisfied in cash or by allotment of, fully or partly paid up shares, debenture or debenture stock of the Company.

6. Omitted Article No. 19 of the with respect to "Certificates how to be issued and limitation of time for issue of certificates"

7. Substituted the existing Heading/Title of the clause No. Article 19A with the following revised Heading/Tittle i.e.

"Dematerialisation of Securities"

8. Omitted Article No. 20 of the with respect to "Member's right to Certificates" 9. Omitted Article No. 21 of the with respect to "As to issue of new certificate in place of one defaced, lost or destroyed"

10. Substituted the existing Article No. 22 with respect to "calls" with the following revised Article No. 22

The Directors may, from time to time, make such calls as they think fit upon the Members in respect of all monies unpaid on the shares held by them respectively and not by the conditions of allotment thereof made payable at fixed times, and each Member shall pay the amount of every call भाग दोन (संकीर्ण)–३१८ महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ so made on him to the person and at the times and places appointed by the Directors. A call may be made payable by installments.

Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call.

11. Substituted the existing Article No. 24 with respect to "Notice of call" with the following revised Article No. 24

Not less than fourteen days notice of every call shall be given specifying the time and place of payment, provided that before the time for payment of such call the Directors may, be notice in writing to the Members, revoke the same.

12. Substituted the existing Article No. 27 with respect to "Amount payable at fixed time or by installments as calls" with the following revised Article No. 27

If by the terms of issue of any share or otherwise any amount is made payable at any fixed date or by installments at fixed times, whether on account of the nominal value or by way of premium, every such amount or installments shall be payable as if it were a call duly made by the Directors and of which due notice has been given and all the provisions herein contained in respect of calls shall relate to such amount or installments accordingly.

13. Substituted the existing Article No. 28 with respect to "When interest on call or installment payable" with the following revised Article No. 28

If the sum payable in respect of any call or installment be not paid on or before the day appointed for payment thereof the holders for the time being or allottee of the share in respect of which a call shall have been made or the installment shall be due shall pay interest on the same at such rate as the Directors shall fix from time to time (maximum of 10% p.a.) from the day appointed for the payment thereof to the time of actual payment, but the Directors may waive payments of such interest wholly or in part. A call may be revoked or postponed at the discretion of the Board.

14. Substituted the existing Article No. 30 with respect to "Payment in anticipation of calls may carry interest" with the following revised Article No. 30

The Directors may, if they think fit (subject to the provisions of the Act) agree to and receive from any Member willing to advance the whole or any part of the moneys due upon the shares held by him beyond the sums actually called for, and upon the moneys so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made the Company may pay interest at such rate (unless the Company in General Meeting approves the interest shall not exceed twelve per cent. per annum) as the Member paying such sum in advance and the Directors agree upon and the Directors may at any time repay the amount so advanced upon giving to such Member one month's notice in writing; provided that moneys paid in advance of calls on Shares may carry interest but shall not confer a right to dividend or to participate in profits.

No Member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by him until the same would, but for such payment, become presently payable. The provisions of this Article shall mutatis mutandis apply to calls on any other securities, including Debentures issued by the Company.

15. Substituted the existing Article No. 34 with respect to "In default of payment shares to be forfeited" with the following revised Article No. 34

If the requisitions of any such notice as aforesaid are not complied with, any of the shares in respect of which such notice has been given may, at any time thereafter, before payment required by the notice has been made, all calls or installments, interest and expenses or the money due in respect thereof, be forfeited by resolution of the Directors to the effect. Such forfeiture shall include all dividends declared in respect of the forfeiture shares and not actually paid before the forfeiture, subject to the Act.

16. Substituted the existing Article No. 38 with respect to "Shareholders still liable to pay money owing at time of forfeiture and interest" with the following revised Article No. 38 Any Member whose share have been forfeited shall, notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the company all calls, installments, interest, expenses and other monies payable by him to the Company or in respect of shares at the time of the forfeiture together with interest thereon from the time of the forfeiture until payment, at such rates as may be prescribed by the Directors and the Directors may enforce the payment of the whole or a portion thereof if they think fit but shall not be under any obligation to do so. Liability of such person shall cease if and when the Company shall have received payment in full of all such monies in respect of the shares.

17. Substituted the existing Article No. 39 with respect to "Company's lien on shares/ debentures" with the following revised Article No. 39

The Company shall have no lien on its fully paid shares on any account whatsoever and in the case of partly paid up shares, if any, the Company's lien shall be restricted to monies called or payable at a fixed time in respect of such shares. In the case of partly paid up shares/debentures, registered in the name of each member / debenture holder (whether solely or jointly with another or others) and upon the proceeds of sale thereof the Company shall subject to applicable law have a first and paramount lien on every share / debenture (not being a fully paid share / debenture) registered in the name of each Member (whether solely or jointly with others) and upon the proceeds of sale thereof for all monies called or payable (whether presently payable or not) at a fixed time, in respect of such shares/debentures and no equitable interest in any share / debenture shall be created except upon the footing and condition that this Article will have fullest effect. Any such lien shall extend to all dividends, from time to time, and bonus declared in respect of such shares/ debentures subject to the Act. Unless otherwise agreed the registration of a transfer of shares/ debentures shall operate as a waiver of the Company's lien, if any, on such shares/ debentures. Provided that the Board may at any time declare any share / debenture to be wholly or in part exempt from the provisions of this Article.

18. Substituted the existing Article No. 40 with respect to "As to enforcing lien by sale" with the following revised Article No. 40

For the purpose of enforcing such lien the Directors may sell the shares subject thereto in such manner as they think fit, but no sale may be made unless certain sum in respect of which the lien exists is presently payable nor until notice in writing of the intention to sell shall have been served on such Member or the person (if any) entitled by transmission to the share and default shall have been made by him in payment of the sum presently payable for fourteen days after such notice.

19. Substituted the existing Article No. 42 with respect to "Declaration of forfeiture" with the following revised Article No. 42

Declaration of forfeiture

A duly verified declaration in writing that the declarant is a Director, Manager or the Secretary of the Company that the call in respect of a share was made, and that the forfeiture of the share was made, by a resolution of the Directors to that effect, shall be conclusive evidence of the fact stated therein as against all persons entitled to such share.

20. Substituted the existing Article No. 45 with respect to "Form of Transfer" with the following revised Article No. 45 and insertion of new sub-clauses in Article No. 45.

The instrument of transfer of any share shall be in writing in the form prescribed under Section 56 of the Act and all the provisions of the Act, and of any statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof.

The Board may decline to recognize any instrument of transfer unless-

(i) the instrument of transfer is in the form prescribed under the Act;

भाग दोन (संकीर्ण)–३अ२० महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ (ii) the instrument of transfer is accompanied by the certificate of shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

(iii) the instrument of transfer is in respect of only one class of shares.

21. Inserted new clause i.e. Article 47A under the heading "TRANSFER AND TRANSMISSION OF SHARES"

TRANSFER AND TRANSMISSION OF SHARES

On giving not less than seven days' previous notice in accordance with section 91 and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year.

22. Substituted the existing Article No. 53 with respect to "Register of Transfers to be kept" with the following revised Article No. 53

The Company shall keep a book, to be called the "Register of Transfer" and therein shall be fairly and distinctly entered particulars of every transfer or transmission of any share. The Company shall also use a common form of transfer.

23. Substituted the existing Article No. 55 with respect to "Directors may refuse to register transfers" with the following revised Article No. 55

Subject to the provisions of the Act, these Articles, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and any other applicable law, the Board may, at its absolute and uncontrolled discretion decline or refuse with cause whether in pursuance of any power of the Company under these Articles or otherwise to register or acknowledge any transfer of, or the transmission by operation of law of the right to, any securities, whether fully paid or not, or interest of a member in the Company, or debentures of the Company, and the right of refusal, shall not be affected by the circumstances that the proposed transferee is already a member of the Company but in such cases, and the Company shall within thirty days or such lesser period as may be prescribed under the applicable law, from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the Company, send notice of the refusal to the transferee and the transferor or to the person giving intimation of such transmission, as the case may be giving reasons for such refusal.

24. Substituted the existing Article No. 63 with respect to "Issue, acquisition and holding of Shares subject to SEBI Regulations." with the following revised Article No. 63

(1) Notwithstanding anything to the contrary contained in these Articles, the provisions of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 or any modification thereto, as the case may be, shall apply in respect of issue, acquisition and holding of equity shares of the Company.

(2) As provided in the foregoing Articles and without prejudice to the provisions of Articles 55, a member shall be at liberty to transfer the share:

Restriction on the transfer

Provided however that the Board may refuse the transfer if in its opinion –

(a) the transfer is being made otherwise than in accordance with relevant SEBI circulars and directives beside the provisions of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 or any modification thereto, as the case may be; or (b) the transfer, if made, will not be in the interest of the Company.

25. Substituted the existing Article No. 64 with respect to "Conversion of shares and reconversion" with the following revised Article No. 64महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, २१ गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ The Directors with the sanction of a resolution of the Company in General Meeting may convert any paid-up shares into stock and may convert all or any stock into paid-up shares of any denomination. When any shares have been converted into stock, the several holders of such stock may thenceforth transfer their respective interests therein or any part of such interest in the same manner and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances will admit.

Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

Such of the regulations of the Company as are applicable to paid-up shares shall apply to stock and the words "share" and "shareholder" in those regulations shall include "stock" and "stock-holder" respectively.

26. Substituted the existing Article No. 65 with respect to "Right of Stockholders" with the following revised Article No. 65

The stock shall confer on the holders thereof respectively the same privileges and advantages as regards dividend, voting at meeting of the Company and for other purposes as would have been conferred by shares of equal amount in the capital of the Company of the same class as the shares from which such stock is converted but so that none of such privileges or advantages, except the participation in profits of the Company or in assets of the Company on winding up, shall be conferred by any such shares allotted part of stock as would not if existing in shares have conferred such privileges or advantages. Such conversion shall not affect or prejudice any preference or other special privileges attached to the shares so converted. Save as aforesaid all the provisions herein contained shall, so far as circumstances shall admit, apply to stock as well to the shares.

27. Substituted the existing Article No. 67 with respect to "Further issue of Capital" with the following revised Article No. 67

(1) Where at any time the Board or the Company, having a share capital, as the case may be, may, propose to increase the subscribed capital by the issue of further shares then such shares shall be offered, subject to the provisions of section 62 of the Act, and the rules made thereunder:-

(A) to the persons who, at the date of the offer, are holders of the equity shares of the Company, in proportion, as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the conditions mentioned below;

(i) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than 15 (fifteen) days or such lesser number of days as may be prescribed under the Act and not exceeding 30 (thirty) days from the date of the offer, within which the offer if not accepted, shall be deemed to have been declined;

(ii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person and the notice referred to in sub-clause (i) shall contain a statement of this right, provided that Board may decline, without assigning any reason therefore, to allot any Shares to any Person in whose favor any Shareholder may renounce the Shares offered to him; and

(iii) After the expiry of time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that the person declines to accept the shares offered, the Board of Directors may dispose of them in such manner which is not disadvantageous to the Shareholders and the Company;

(B) subject to the provisions of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 or any modification thereto, to employees under any scheme of employees' stock option subject to special resolution passed by the Company and subject to the Rules and such other conditions, as may be prescribed under applicable law; or२२ महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ (C) to any person(s), if it is authorised by a special resolution, whether or not those persons include the persons referred to in clause (A) or clause (B) above either for cash or for a consideration other than cash, if the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as may be prescribed under the Act and the rules made thereunder.

(2) The notice referred to in sub-clause (i) of clause (A) of sub-section (1) shall be dispatched through registered post or speed post or through electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three days before the opening of the issue.

(3) Nothing in sub-clause (ii) of Clause (1)(A) shall be deemed:- (i) To extend the time within which the offer should be accepted; or (ii) To authorize any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares compromised in the renunciation.

(4) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the exercise of an option as a term attached to the Debentures issued or loan raised by the Company to convert such Debentures or loans into Shares in the Company or to subscribe for Shares of the Company: Provided that the terms of issue of such Debentures or the terms of such loans containing such an option have been approved before the issue of such Debentures or the raising of such loans by a special resolution passed by the Company in a General Meeting.

(5) Notwithstanding anything contained in Article 67(4) hereof, where any debentures have been issued, or loan has been obtained from any Government by the Company, and if that Government considers it necessary in the public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into Shares in the Company on such terms and conditions as appear to the Government to be reasonable in the circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include a term for providing for an option for such conversion: Provided that where the terms and conditions of such conversion are not acceptable to the company, it may, within sixty days from the date of communication of such order, appeal to the National Company Law Tribunal which shall after hearing the Company and the Government pass such order as it deems fit.

A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of preferential offer or private placement, subject to and in accordance with the Act and the rules made thereunder.

(6) In determining the terms and conditions of conversion under Article 67 (5), the Government shall have due regard to the financial position of the Company, the terms of issue of debentures or loans, as the case may be, the rate of interest payable on such debentures or loans and such other matters as it may consider necessary.

(7) Where the Government has, by an order made under Article 67 (5), directed that any debenture or loan or any part thereof shall be converted into shares in the Company and where no appeal has been preferred to the Tribunal under Article 67, (5) or where such appeal has been dismissed, the memorandum of the Company shall, where such order has the effect of increasing the authorised share capital of the Company, stand altered and the authorised share capital of the Company shall stand increased by an amount equal to the amount of the value of shares which such debentures or loans or part thereof has been converted into.

28. Inserted new clause i.e. Article 67A "BUY BACK OF SHARES"

BUY BACK OF SHARES

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

29. Substituted the existing Article No. 70 with respect to "Reduction of capital" with the following revised Article No. 70महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, २३ गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ The Company from time to time by Special Resolution, subject to, any incident authorised and consent required by law, reduce its share capital (including the Capital Redemption Reserve Account and any share premium account if any) in any way authorised by law and in particular may pay off any paid up share capital upon the footing that it may be called up again or otherwise and if and so far as necessary alter its Memorandum by reducing the amount of its share capital and of its share accordingly.

30. Substituted the existing Article No. 71 with respect to "Division and sub- division" with the following revised Article No. 71

The Company may in the General Meeting by Ordinary Resolution alter the conditions of its Memorandum as follows:-

(a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; Provided that no consolidation and division which results in changes in the voting percentage of shareholders shall take effect unless it is approved by the National Company Law Tribunal on an application made in the prescribed manner

(b) Sub-divided shares or any of them into shares of smaller amount than originally fixed by the Memorandum subject nevertheless to the provisions of the Act in that behalf. Subject to these presents the resolution by which any shares are sub- divided may determine that as between the holders of the shares resulting from such sub-division one or more of such shares may be given any preference or advantage or otherwise over the others or any other such shares.

(c) Cancel shares which at the date of such General Meeting have not been taken or agreed to be taken by any person and diminish the amount of the shares so canceled.

(d) increase the share capital by such sum, to be divided into shares of such amount as it thinks expedient;

(e) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination.

31. Substituted the existing Article No. 76 with respect to "Issue at discount, etc. or with special privileges" with the following revised Article No. 76

Any bonds, debentures, debenture stocks or other debt securities may be issued at a discount, premium or otherwise by the Company and shall with the consent of the Board be issued upon such terms and conditions and in such manner and for such consideration as the Board shall consider to be for the benefit of the Company, and may be issued on condition that they or any part of them shall be convertible into shares of any denomination and with any special privilege and conditions as to redemption, surrender, drawing, allotment of shares, attending (but not voting) at General Meetings of the Company, appointment of Directors and otherwise.

Provided that the Debenture with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in the General Meeting by a special resolution.

32. Substituted the existing Article No. 82 with respect to "Calling of Extra- Ordinary General Meeting" with the following revised Article No. 82

(a) The Board may whenever they think fit, and shall, on the requisite of such number of Members of the Company as is hereinafter specified, forthwith proceed to call an Extra-ordinary General Meeting of the Company and in case of such requisition the following provision shall apply :

(b) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board of Directors.

(c) The requisition shall set out the matters for the consideration of which the meeting is to be called and shall be signed by the requisitionists and shall be deposited at the Registered Office of the Company.

(d) The requisition may consist of several documents in like form each signed by one or more requisitionists.

(e) The number of Members of the Company entitled to requisition a meeting in regard to any matter shall be such number of them as hold at the date of deposit of the requisition, not less than one- tenth of such of the paid up capital of the Company as at the date carries the right of voting in regard to that matter.

(f) Where two or more distinct matters are specified in the requisition, the provisions of clause (d) shall apply separately in regard to each such matter, and the requisition shall accordingly be valid only in respect of those matters in regard to which the condition specified in that sub-article is fulfilled.

(g) 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 those matters on a day not later than forty five days from the deposit of the requisition, the meeting may be called and held by the requisitionists as represent either majority in value of the paid- up share capital held by all of them or not less than one-tenth of such of the paid-up share capital of the Company as is referred to in Clause (d) whichever is less, within a period of three months from the date of requisition. However, the purpose of this Clause the Board shall, in the case of a meeting at which a resolution is to be proposed as a Special Resolution give, such notice thereof as is required by the Act;

(h) a meeting called under clause (f) by the requisitionists or any of them:

(i) shall be called in the same manner, as nearly as possible, as that in which the meetings are to be called by the Board, but (ii) shall not be held after the expiration of three months from the date of the deposit of the requisition; Provided that nothing contained in this sub-clause.

(ii) shall be deemed to prevent a meeting duly commenced before the expiry of the period of three months aforesaid, from adjourning to some day after the expiry of that period; (i) Where two or more persons hold any shares or interest in the Company jointly, a requisition, or a notice calling a meeting, signed by one or some only of them shall, for the purpose of this Article have the same force and effect as if it had been signed by all of them.

(j) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board to call a meeting shall be reimbursed to the requisitionists by the Company, and any sum so reimbursed shall be retained by the Company out of any sums due or to become due from the Company by way of fees or other remuneration for their services to such of the Directors as were in default

33. Substituted the existing Article No. 90 with respect to "Proceedings at General Meeting" with the following revised Article No. 90

The Chairman of the Board shall be entitled to take the Chair at every General Meeting. If there be no Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting, or is unwilling to act as Chairman of the meeting and on default of their doing so, the Directors present shall elect one of their member to be Chairperson of the meeting and if at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting.

34. Substituted the existing Article No. 92 with respect to "Adjourned Meeting" with the following revised Article No. 92

The Chairman with the consent of meeting at which a quorum is present, and shall, if so directed by the meeting, may adjourn any meeting from time to time and from place to place, but no businessमहाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, २५ गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ shall be transacted at any adjourned meeting other than business might have been transacted at the meeting from which the adjournment took place. No notice of adjourned meeting shall be necessary to be given unless the meeting is adjourned for more than thirty days or as provided under the Act. 35. Substituted the existing Article No. 104 with respect to "Votes of Members" with the following revised Article No. 104

(a) Upon a show of hands every Member of the Company entitled to vote and present in person or by attorney or proxy shall have one vote.

(b) Upon a poll every Member of the Company who being an individual is present in person of by attorney or by Proxy or being a Corporation is present by a representative or proxy shall have a voting right in proportion to his share of the Paid-up Capital of the Company (c) member may exercise his vote at a meeting by electronic means in accordance with section 108 of the Act and shall vote only once.

(d) A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or legal guardian may, on a poll, vote by proxy.

36. Substituted the existing Article No. 110 with respect to "Deposit of instrument of appointment and inspection" with the following revised Article No. 110

(i) No person shall act as proxy unless the instrument of his appointment and the power of attorney or other authority if any under which it is signed of a notarially certified copy of that power of authority shall be deposited at the Office at least forty eight hours before the time of holding the meeting at which the person named in the instrument of proxy proposes to vote or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument appointing the proxy shall not be treated as valid. No attorney shall be entitled to vote unless the Power of Attorney or other instrument appointing him as attorney or a notarially certified copy thereof has either been registered in the records of the Company at any time not less than forty eight hours before the time of the meeting at which the attorney proposes to vote or is deposited at the office not less than forty eight hours before the time of same meeting as aforesaid.

(ii) Notwithstanding that a power of Attorney or other authority has been registered in the records of the company, the company may by notice in writing addressed to the Member of that attorney at least seven days before the date of a meeting require him to produce the original Power of Attorney of authority and unless the same is thereupon deposited with the Company not less than forty eight hours before the time fixed for the meeting the attorney shall not be entitled to vote at such meeting unless the Directors in their absolute discretion excuse such non production and deposit.

(iii) Every member entitled to vote at a meeting of the Company or any resolution to be moved thereat shall be entitled during the period beginning twenty four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting to inspect the proxies lodged at any time during the business hours of the Company provided that not less than three days notice in writing of the intention so to inspect is given to the Company.

37. Substituted the existing Article No. 113 with respect to "Validity of votes given by proxy notwithstanding death of Member, etc" with the following revised Article No. 113

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the Proxy or of any power of attorney under which such proxy was signed to the transfer of the shares in respect of which the vote is given provided that no intimation in writing of the death, insanity, revocation or transfer shall have been received at the office before the meeting or adjourned meeting at which the proxy is used.

भाग दोन (संकीर्ण)–४२६ महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ 38. Substituted the existing Article No. 114 with respect to "Time for objections to votes" with the following revised Article No. 114

No Objection shall be made to the validity of any vote except at the meeting or adjourned meeting or poll at which such vote shall be tendered, and every vote whether given personally or by proxy not disallowed at such meeting or poll shall be deemed valid for all purposes of such meeting or poll whatsoever

Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.

39. Substituted the existing Article 121 with respect to "Qualification of Directors" and replacing with following revised Article 121

No person shall be eligible to be elected as, or continue to occupy the office of, Director: In case of any Director, if:-

(a) Unsound Mind

He is found to be a lunatic or becomes unsound of mind, or incapable of efficient attention to business, or

(b) Absence

He absents himself from three consecutive meetings of the Board.

(c) Death

(d) Criminal Prosecution

He is convicted of a criminal offence and sentenced to imprisonment, or

(e) Resignation

He by notice in writing to the Board resigns his office. (in which case he shall cease to occupy the office of Director then occupied by him but shall not be ineligible to be subsequently elected as a Director), or

(f) Fit and Proper Person

He is not a "fit and proper person" as per the norms formulated by SEBI/ Board from time to time in this behalf.

40. Inserted new Article 121A with respect to "Qualification Shares"

Qualification Shares

No Director shall be required to hold any share or qualification shares of the Company.

41. Substituted the existing Article No. 138 with respect to "Removal of Directors" with the following revised Article No. 138

(a) The Company may, subject to the Article 118A and 118AA, the provisions of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 or any modification thereto and the provisions of Section 169(1) of the Act, by ordinary resolution of which special notice according to Section 169(2) of the Act has been given remove any Director before the expiry of his period of office and may by ordinary resolution of which special notice has been given, appoint another person instead of the removed Director. A Director so appointed shall hold office until the date up to which his predecessor would have held office if he had not been so removed. If the vacancy created by the removal of a Director under the provisions of this Article is not so filled by the meeting at which he is removed, the Board may at any time thereafter fill such vacancy under the provisions of these Articles.

(b) Special Notice shall be required of any resolution to remove a Director under this Article or to appoint somebody instead of a Director so removed at the meeting at which he is removed.

(c) On receipt of notice of a resolution to remove a Director under this Article, the Company shall forthwith send a copy thereof to the Director concerned, and the Director (whether or not he is a Member of the Company) shall be entitled to be heard on the resolution at the meeting.

(d) Where notice is given of a resolution to remove a Director under this Article and the Director concerned makes with respect to thereto representations in writing to the Company (not exceeding a reasonable length) and requests their notification to Members of the Company, the Company shall unless the representations are received by it too late for it to do so :-

(i) in any notice of the resolution given to Members of the Company, state the fact of the representation having been made, and

(ii) send a copy of the representation to every Member of the Company to whom notice of the meeting is sent (whether before or after receipt of the representations by the Company) and if a copy of the representations is not sent as aforesaid because they were received too late or because of the Company's default, the Director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting provided that copies of the representations need not be sent out and the representations need not be read out at the meeting, if on the application either of the Company or any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this clause are being abused to secure needless publicity for defamatory matter.

(e) A vacancy created by the removal of a Director under this Article may, if he had been appointed by the Company in the General Meeting or by the Board, be filled by the appointment of another Director in his stead, by the meeting at which he is removed, provided special notice of the intended appointment has been given under clause (b) of this Article. A Director so appointed shall hold office until the date up to which his predecessor would have held office if he had not been removed as aforesaid.

(f) If the vacancy is not filled under sub-article (c) of this Article, it may be filled as a casual vacancy in accordance with the provisions so far as they may be applicable of Article 125 and all the provisions shall apply accordingly; provided that the Director who was removed from office shall not be reappointed as a Director by the Board.

42. Inserted new Article 158A "Chief Executive Officer, Manager, Company Secretary and Chief Financial Officer"

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER

Subject to the provisions of the Act —

(a) A chief executive officer, manager, company secretary and chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any chief executive officer, manager, company secretary and chief financial officer so appointed may be removed by means of a resolution of the Board.

(b) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.

(c) A provision of the Act or the Articles requiring or authorizing a thing to be done by or to a Director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as a Director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer.

43. Substituted the existing Article No. 160 with respect to "The Seal, its custody and use" with the following revised Article No. 160

The Board shall provide a Common Seal for the purpose of the Company and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof, and the Board shall भाग दोन (संकीर्ण)–५२८ महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ provide for the safe custody of the Seal for the time being and the Seal shall never be used except by or under the authority of the Board or a Committee of Directors, except in the presence of atleast two Directors, or of the secretary or any other person who may have been authorised in this regard at the least, who shall sign every instrument to which the Seal is affixed provided that certificates of shares may be under the signatures of such persons as provided by the Companies (Share capital and Debentures) Rules, 2014 in force from time to time. Save as otherwise expressly provided by the Act a document or proceeding, requiring authentication by the Company may be signed by a Directors, or the Secretary or any other officer authorised in that behalf by the Board and need not be under its Seal.

44. Substituted the existing Article No. 164 with respect to "Dividends in proportion to amount paid up" with the following revised Article No. 164

The Company may pay Dividends in proportion to the amounts paid up or credited as paid up on each share, where a large amount is paid up or credited as paid up on some shares then on others.

All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

45. Substituted the existing Article No. 173 with respect to "Unclaimed or unpaid dividends" with the following revised Article No. 173

No dividend shall bear interest against the Company.

(1) Where the Company has declared a dividend but which has not been paid or claimed within 30 (thirty) days from the date of declaration to any Shareholder entitled to the payment of the dividend, the Company shall within 7 (seven) days from the date of expiry of the said period of 30 (thirty) days, open a special account in that behalf in any scheduled bank called "Unpaid dividend Account of National Stock Exchange of India Limited" and transfer to the said account, the total amount of dividend which remains unpaid or unclaimed.

(2) Subject to the provisions of Section 124(5) of the Companies Act, 2013, any money transferred to the Unpaid dividend Account of the Company which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company along with interest accrued, if any, thereon to the Investor Education and Protection Fund (the "Fund").

(3) No unclaimed or unpaid dividend shall be forfeited by the Board before the claim becomes barred by law provided that a recognized stock exchange may provisionally admit to dealing the securities of a company which undertakes to amend articles of association at its next General Meeting so as to fulfill the foregoing requirements and agrees to act in the meantime strictly in accordance with the provisions of this clause. All unclaimed and unpaid dividends shall be dealt with as per Section 124 and Section 125 of the Companies Act, 2013 and the rules made there under.

(4) The Company shall not be responsible for the loss of any cheque, dividend warrant or postal order sent by post in respect of dividends, whether by request or otherwise, at the registered address or the address communicated to the office before hand by the Member or for any dividend lost to the Member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent recovery thereof by any other means.

46. Substituted the existing Article No. 175 with respect to "Capitalisation of Profits" with the following revised Article No. 175

(A) The Company in general meeting may, upon the recommendation of the Board, resolve—

(i) that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company's reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; andमहाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, २९ गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ (ii) that such sum be accordingly set free for distribution in the manner specified in clause (B) below amongst the Members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

(B) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (C) below either in or towards:

(a) paying up any amounts for the time being unpaid on any Shares held by such Members respectively;

(b) paying up in full, unissued Shares or other securities of the Company to be allotted and distributed, credited as fully paid-up, to and amongst such Members in the proportions aforesaid;

(c) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);

(d) issuing fully paid-up bonus Shares; and

(e) A securities premium account and a capital redemption reserve account or any other permissible reserve account may, for the purposes of these Articles, be applied in the paying up of unissued Shares to be issued to Members as fully paid bonus Share.

(f) The Board shall give effect to the resolution passed by the Company in pursuance of these Articles.

(C) A securities premium account and a capital redemption reserve account or any other permissible reserve account may, for the purposes of this Article, be applied in the paying up of unissued Shares to be issued to Members of the Company as fully paid bonus Shares;

47. Inserted new Article No. 175A "Power of Directors for declaration of Bonus Issue" Power of Directors for declaration of Bonus Issue

(a) Whenever such a resolution as aforesaid shall have been passed, the Board shall:

(i) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or other securities, if any; and (ii) generally do all acts and things required to give effect thereto.

(b) The Board shall have full power:

(i) to make such provisions, by the issue of fractional certificates or by payments in cash or otherwise as it thinks fit, in the case of shares or debentures becoming distributable in fractions; and

(ii) to authorize any person to enter, on behalf of all the Members entitled thereto, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or other securities to which they may be entitled upon such capitalization or as the case may require, for the payment by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalized, of the amount or any parts of the amounts remaining unpaid on their existing shares.

48. Substituted the existing Article No. 195 with respect to "Directors and other's right to indemnity" with the following revised Article No. 195

(1) Subject to the provisions of the Act, the Board of Directors, Managing Director, Managers, Secretary and other officers or other employees for the time being of the company, Auditor and the Trustees, if any, for the time being acting in relation to any of the affairs of the company and every one of them and every one of their heirs, executors and administrators shall be indemnified and secured harmless out of the assets and profits of the company from and against any liability incurred byhim in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal, भाग दोन (संकीर्ण)–५अ३० महाराष्ट्र शासन राजपत्र, भाग दोन-संकीर्ण सूचना व जाहहराती, गुरुवार ते बुधवार, सप्टेंबुर १८-२४, २०२५/भाद्रपद २७-आश्विवन २, शके १९४७ all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators shall or may incur or sustain by or reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty in their respective officers or trusts except such, if any, as they shall incur or sustain through or by their own willful neglect or default respectively.

(2) Save and except so far the provisions of this Article shall be avoided by the Act, none of them shall be answerable for the acts, receipts, neglects or defaults of the other or other of them, or for joining in any receipt for the sake of conformity, or for insolvency of any bankers or other persons with whom any money's or effects belonging to the company shall or may be lodged or deposited for safe custody or for the insufficiency or deficiency of any security upon which any money's belonging to the company shall be placed out or invested or invested or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts or in relation thereto, except when the same shall happen by or though their own willful neglect or default respectively.

(3) Subject to the provisions of the Act, no Director or other officer of the company shall be liable for the acts, receipts, neglect or default of any other Director or officer of the company or for joining in any receipt or other act for conformity for any loss or expenses happening to the company through the insufficiency or deficiency to title to any property acquired by the order of the Director for or on behalf of the company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the company shall be invested or for any loss damage arising from the bankruptcy, insolvency or tortuous act or any person with whom any moneys, securities or effects shall be deposited or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, or damage whatsoever, which shall happen in the execution of the duties of his office or in relation thereto unless the same happens through his own negligence or dishonesty.

(4) Subject to the provisions of the Act (including Section 197 read with Section 196 and Schedule V) and rules made thereunder, if the Company has obtained an insurance on behalf of its Managing Director, Whole-Time Director, Manager, Chief Executive Officer, Chief Financial Officer or Company Secretary for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the Company the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

49. Substituted the existing Article No. 196(2) with respect to "Manner of distribution of assets" with the following revised Article No. 196(2)

(2) If the company shall be wound up, whether voluntarily or otherwise, the Liquidator may with the sanction of special resolution divide among the members, in specie or in kind, the whole or any part of the assets of the company whether they shall consist of property of the same kind or not and for the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.

The liquidator may, with like sanction, vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributors or any of them, as the Liquidator, with the like sanction shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

For National Stock Exchange of India Limited,

PRAJAKTA POWLE, Company Secretary, ACS - 20135.

CIN : U67120MH1992PLC069769

Registered Office : Exchange Plaza, C-1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra, India.

Tel: +91 22 2659 8100/Fax: +91 22 2659 8120/Website: www.nseindia.com/ Email : [email protected]

Pursuant to the provisions of Section 23 of General Clauses Act, 1897 read with applicable provisions of the Securities Contracts (Regulations) Rules, 1957, if any, the proposed amendments to the Memorandum of Association ("MOA") of the National Stock Exchange of India Limited ("NSEIL") as given hereunder are published for objections/suggestions/criticism, if any, from persons likely to be affected, in the Gazette of State of Maharashtra. Any person having any objections/ suggestions/criticism on the proposed amendments to MOA can send the same in writing to the kind attention of the Secretarial Department of NSEIL at Exchange Plaza, Fourth Floor, 'A' wing, C-1, Block G, Bandra – Kurla Complex, Bandra (East), Mumbai – 400 051, within fifteen days from the date of this publication in the Gazette of State of Maharashtra.

The objections/suggestions/criticism received after the aforementioned date will not be considered once the proposed amendments are taken up by SEBI for its approval.

To align the existing MOA of the NSEIL with Table A of Schedule I of the Companies Act, 2013 ("the Act") and in accordance with Sections 4, 13 and 15 of the Act, it is proposed to alter the MOA of the NSEIL in following manner:

(i) Altered the Tittle of Clause III (A) and III (B) of the Object Clause;

(ii) Deletion / Omission of heading / title i.e. "OTHER OBJECTS";

(iii) Merging the entire Object Clause 46 "Other Objects" with Clause III (B) – "Objects Incidental or Ancillary to the attainment of the Main Objects";

(iv) Revision of clauses of MOA and substitute it with existing clause to make it consistent with Table A of Schedule I of the Companies Act, 2013.

The proposed Alteration / Changes are as follows:

1. The title of existing Clause III(A), "The main Objects to be pursued by the Company on its incorporation are" be substituted by the new title / sub-heading "Clause III (A) - The Objects to be pursued by the Company on its incorporation are"

2. The title of existing Clause III(B), "The Objects incidental or ancillary to the attainment of the main objects" be substituted by the new title / sub-heading "Clause III (B) – Matters which are necessary for furtherance of the objects specified in Clause III(A) are"

3. Omitted title / sub-heading "OTHER OBJECTS" after clause 45 of the existing MOA has been deleted.

4. Substituted the existing Clause 15 with the following revised Clause 15

To enter into arrangements with any government or authority (central, state, municipal, local or any other) or otherwise which may seem conducive to the Company's objects or any of them and to obtain from any such government or authority any concessions, grants or decrees, rights or privileges, whatsoever which the Company may think fit or which may seem to the Company capable of being turned to account and to comply with work, develop, carry out, exercise and turn to account any such arrangements, concessions, grants, decrees, rights or privileges.

5. Substituted the existing Clause 22 with the following revised Clause 22

To amalgamate and or merge with any Company or companies or associations having objects altogether or in part similar to those of this company.

6. Substituted the existing Clause 43 with the following revised Clause 43

To provide for the welfare of employees or ex-employees of the Company and the spouse and families or the dependents or connections of such person by building or contributing to the building of houses or dwellings or by grants of money, pensions, allowances, bonus or other payments or by creating from time to time, subscribing or contributing to provident and other associations, institutions, funds or trustees and by providing or subscribing or contributing towards place of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Company shall think fit.

7. Substituted the existing Clause 44 with the following revised Clause 44

To indemnify officers, Directors, and employees of the company against proceedings, costs, damages, claims and demands in respect of anything done or ordered to be done, for and in the interest of the Company or for any loss or damage or misfortune whatever happens in execution of duties of their offices or in relation whereto.

8. Omitted existing declaration (a) of Clause 46 i.e. The objects incidental or ancillary to the attainment of the main objects of the company as aforesaid shall also be incidental or ancillary to the attainment of the other objects of the company herein mentioned.

Accordingly, the remaining clauses has been re-numbered as follows:

sub-clause 46(b) changed to 46(a)

sub-clause 46(c) changed to 46(b)

sub-clause 46(d) changed to 46(c)

The revised Clause 46 is as follows:

46. To take part in the management, supervision or control of the business or operations of any company or undertaking and for that purpose to render technical and professional services and act as administrators or in any other capacity, and to appoint and remunerate any directors, administrators or accountants or other experts or agents for consideration or otherwise.

AND it is hereby declared that:

(a) The word "Company" save when used in reference to this Company, in this clauses shall be deemed to include any partnership or other body of persons whether incorporated and not incorporated whether domiciled in India or elsewhere, and

(b) The several sub-clauses of this Clause and all the powers thereof are to be cumulative and in no case is the generality of any one sub-clause to be narrowed or restricted by any particularity of any sub-clause nor is any general expression in any sub-clause to be narrowed or restricted by any particularity of expression in the same sub-clause or by the application of any role of construction ejusdem generis or otherwise.

(c) The term "India" when used in this clause unless repugnant to the context shall include all territories from time to time comprised in the Union of India.

For National Stock Exchange of India Limited,

PRAJAKTA POWLE,

Company Secretary,

ACS - 20135.

बुृहन्मु

ंबुई महानगरपाहर्लाका

जाहीर सूचना

क्रमांांकी. उपार्याुक्त/२१५४/ पा.संु.— बाृहान्मांु ंबाई मांहानगरापाधिलोकीा अधिधिनर्यामां १८८८ ( आजतागार्यात संुाराीत) च्र्या कीलोमां २९७ (१) (बा) अन्वेंर्याे खालोीलो प्रामांार्णे जाहाीरा संूचाना दोेण्र्यात र्याेत आहाे.

बाृहान्मांु ंबाई मांहानगरापाधिलोकीेच्र्या 'आरा / दो' धिवेंभागातीलो, कीांधिदोवेंलोी गावेंातीलो न. भाु. क्र. 1094 A (pt), 1094 B (pt), 1094 C (pt), 1094 D (pt), 1088, 1085, 1095 C लोा बाधित कीरार्णाऱ्र्या एमां. जी. क्रॉसं राोडू क्र. ४ र्या १८.३० मांी रुंदो धिवेंकीासं धिनर्याोजन रास्त्र्यासं नकीाशा क्रं. कीा. अ.वेंा.वें.सं./ प. उ. / राराे / ३३८ धिदो. ०३.०७.२०२५ मांध्र्याे धिहाराव्र्या रांगाने 'अ' ते 'बा' दोशणधिवेंल्र्याप्रामांार्णे १८.३० मांी. (६०'००" ) रुंदोीचाी धिनर्याधिमांत राेषा प्रास्ताधिवेंत कीराण्र्याचा प्रास्तावें धिदो. २१.०९.२०२५ राोजीच्र्या मांहापाधिलोकीेच्र्या संभाेमांध्र्याे धिकींवेंा त्र्यानंतरा जेव्हा कीेव्हा संदोराहाु प्रास्तावें धिनकीालोात कीाढता र्याेईलो अशा मांहापाधिलोकीेच्र्या संभाेत मांांडूण्र्यात र्याेईलो.

उपराोक्त प्रावेंतणनात असंलोेलोी प्रास्ताधिवेंत धिनर्याधिमांत रास्ता राेषा दोशणधिवेंर्णारा नकीाशा क्रं. कीा. अ.वेंा.वें.सं./प.उ. / राराे / ३३८ धिदो.०३.०७.२०२५, उप प्रामांुखा अधिभार्यांता (वेंाहातूकी) र्यांच्र्या इंजीनीरिरांग हाबा इंमांारात, तळ मांजलोा, डूॉ. ई. मांोजेसं राोडू, वेंराळी, मांु ंबाई ४०० ०१८ र्याेर्थीलो कीार्याणलोर्यात वें संहाय्र्याकी आर्याुक्त, 'आरा / दोधिर्ण' धिवेंभाग कीार्याणलोर्या, एमां. जी. क्रॉसं राोडू क्र. २, संरादोारा वेंल्लोभाभाई पटाेलो जलोतरार्ण तलोावेंाजवेंळ, मांु ंबाई ४०० ०६७ र्याेर्थीलो कीार्याणलोर्यात कीार्याणलोर्याीन वेंेळेत धिनराीर्णासंाठी ठीेवेंण्र्यात आलोा आहाे.

ज्र्या कीोर्णासं उपराोक्त प्रास्ताधिवेंत धिनर्याधिमांत राेषेबाबात प्राधितवेंेदोने/ हाराकीती पाठीवेंावेंर्याच्र्या असंतीलो त्र्यांनी त्र्या मांहानगरापाधिलोकीा धिचाटार्णीसंांच्र्या कीार्याणलोर्यात संबांधित संभाेच्र्या धिदोवेंसंाच्र्या अगोदोरा ३ (तीन) संपूर्ण धिदोवेंसंांपूवेंी प्राप्त हाोतीलो अशाप्राकीाराे पाठीवेंाव्र्यात. कीृपर्या त्र्यानंतरा पाठीवेंलोेलोी प्राधितवेंेदोने/ हाराकीती धिवेंचारात घेतल्र्या जार्णारा नाहाीत.

धिदोनांकी: २१ संप्टांबारा २०२५, PRO/1623/ADV/2025-26.

शशांक भोरे, उपार्याुक्त. (पार्याभाूत संुधिवेंा).

BRIHANMUMBAI MUNICIPAL CORPORATION

Public Notice

No. DMC(Infra)/2154.—Pursuant to Section 297(1) (b) of Mumbai Municipal Corporation Act 1888, as modified up to date, the undersigned proposed to apply to the Municipal Corporation at their meeting to be held on 21.09.2025 or on such day thereafter, as the said application can conveniently be disposed off for authority to the following proposal.

"To prescribe 18.30 m wide R.L. to 18.30 m wide D.P. Road known as M.G. Cross Road No. 4 affecting land bearing CTS No. 1094 A (pt), 1094 B (pt), 1094 C (pt), 1094 D (pt), 1088, 1085, 1095C of village Kandivali at Patel Nagar, Kandivali (W) in R/South ward shown as 'A-B' in green colour on plan under section 297 (1) (b) of MMC Act, 1888".

A plan u/no. EE/T&C/WS/RL/338, dated 03.07.2025 showing the proposed Regular line to be prescribe in substitution thereof aforesaid is deposited at the office of Deputy Chief Engineer (Traffic) of Municipal Corporation and can be inspected by any desiring to do so, at any time during office hours at his office at Engineering Hub Building, Zero Floor, Dr. E. Moses Road, Worli, Mumbai - 400 018 and also at the office of Assistant Commissioner 'R/South' ward, Mahatma Gandhi Cross Road No. 2, Near SVP Swimming Pool, Kandivali (West), Mumbai 400 067.

Every person desirous of making any representation to the corporation or of bringing before the Corporation any objection in respect of the said proposal may do so by letter addressed to the Municipal Secretary at the Mahapalika Head office, Mahapalika Marg, Fort, Mumbai 400 001 and deliver at the said office not less than 03 (three) clear days before the day of such meeting.

Dated this ²¹st day of September ²⁰²⁵, PRO/ 1623 /ADV/2025-26.

SHASHANK BHORE, D.M.C.

(Infrastructure).

ON BEHALF OF GOVERNMENT PRINTING, STATIONERY AND PUBLICATION, PRINTED AND PUBLISHED BY DIRECTOR, RUPENDRA DINESH MORE, PRINTED AT GOVERNMENT CENTRAL PRESS, 21-A, NETAJI SUBHASH ROAD, CHARNI ROAD, MUMBAI 400 004 AND PUBLISHED AT DIRECTORATE OF GOVERNMENT PRINTING, STATIONERY AND PUBLICATIONS, 21-A, NETAJI SUBHASH ROAD, CHARNI ROAD, MUMBAI 400 004. EDITOR : DIRECTOR, RUPENDRA DINESH MORE.