SUMMARY OF THE POINTS- WHICH NEED TO BE CONSIDERED BEFORE AMENDMENT OF THE AOA
Sr. No Para No Relevant portion of the Text
of
Revised
AOA
1 2 In the event of any conflict between the provisions of PART I of
these Articles and the provisions of PART II of these Articles, the
terms, conditions and provisions of PART II of these Articles shall
prevail to the extent applicable.
2 1.1 “Control” including, with its correlative meanings, the terms
“Controlled by” and “under common Control”, shall mean the
possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of any entity, whether
through (i) the ownership of more than 50% (fifty per cent) of the
voting securities of such entity, (ii) the right to appoint more than
50% (fifty per cent) of the members of the board of directors of
such entity, by contract or otherwise;
3 4.2 Tag-Along Right of Yotta
4 4.6 Notwithstanding anything contained in these Articles, the Equity
Shares held by Yotta under these Articles shall at all times be
freely Transferable to any Person (including Affiliates) without
the prior consent of any Person, including the Company or the
Promoters.
REMARK
Clause has been revised as mentioned below-
“In the event of any conflict between the provisions of PART I
of these Articles and the provisions of PART II of these Articles,
the terms, conditions, and provisions of PART II shall prevail to
the extent applicable.
Indirect and extra wordings to be strike of as mentioned
below-
“Control” including, with its correlative meanings, the terms
“Controlled by” and “under common Control”, shall mean the
possession through (i) the ownership of more than 50% (fifty
per cent) of the voting securities of such entity, (ii) the right to
appoint more than 50% (fifty per cent) of the members of the
board of directors of such entity, by contract or otherwise;
Seems ok.
As per the basic structure and section 2(68) of the companies
act 2013, Share of Private Limited company cannot be freely
transferrable there must be some restriction on the
transferability.
Only shares of Public companies are freely transferable.
Therefore clause need to be modified as “Notwithstanding
anything contained under these AOA, The instrument of
 transfer shall be in writing and all provisions of the Companies
Act, 2013 and of any statutory modification thereof for the
time being shall be duly complied within respect of all transfer
of shares and the registration thereof.

(2) The instrument of transfer of any share shall be signed by

or on behalf of both the transferor and the transferee and the
transferor shall be deemed to remain the holder of such share
until the name of the transferee is entered in the Register in
respect thereof.

5.6 The quorum of any meeting of the Board shall comprise of at least one Clause need to be modified or revised considering about the
Yotta Nominee Director consequences of the absence of Yotta's nominee Director. It
should specify what constitutes a "valid meeting" and what
actions can or cannot be taken in the absence of such a
director,
Such of specified list of events.

5.10 .2 contravention of Applicable Law, and any litigation taken against
Yotta’s Nominee Director in connection with such contravention
or alleged contravention.
Directors and officers (D&O) insurance can be taken to protect
the nominee directors from claims which may arise from
decision and actions taken while serving their duty. It covers
legal defense costs or other costs incurred by company in
defending such individual against lawsuits.

6.1.4 Change in the composition of the Board Below mentioned clause need to be inserted in AOA

“Notwithstanding anything to the contrary contained in these

Articles, the Board may appoint any person as a director
nominated by any institution in pursuance of the provisions of

6.1.22 any recruitment / hiring or change of any executive employee /
key managerial employee of the Company, determining or change
in the substantial terms and conditions of their respective
employment or engagement, any material change in the terms of
employment of the executive employee of the Company
any law for the time being in force or of any agreement.
Executive employee / key managerial employee needs to be defined by
the Yotta team.
Our suggestion:-
Key Managerial Employee means “the Chief Executive Officer or
the managing director or the manager; (ii) the company
secretary; (iii) the whole-time director; (iv) Chief Financial
Officer.

Executive Employees means any senior officer or senior

executive of Manager, and the General Manager, Director of
Sales, and any other senior management personnel.

8.2.2 Notwithstanding anything contained in these Articles, the Seems ok

Promoters and Shareholders shall abstain from offering their
Equity Shares in a buy-back of Equity Shares by the Company
being undertaken pursuant to this Article.

8.3.2 In the event multiple Third Party Buyers have submitted a bid or Clause needs to be modified to insert the below mentioned
displayed their interest in submitting a bid for purchasing the paragraph.
Yotta Securities, Yotta shall have a right, at its sole discretion, to
select the appropriate Third Party Buyer from amongst all other “That Execution of Exit right has to be duly approved by the
prospective Third Party Buyers bidding for its stake. Yotta shall
be obligated to sell the Yotta Securities to such a Third Party
board of directors of the company.
Buyer only if the valuation offered for purchase of all (and not
less than all) of the Yotta Securities is greater than or equal to the
Exit Consideration (“Acceptable Offer”). Provided however that if
the Acceptable Offer contains deferred payment terms or long
dated payment terms, Yotta shall be under no obligation to sell its
stake to such Third Party Buyer
9 DRAG ALONG RIGHT Clause needs to be modified to insert the below mentioned
paragraph.

“That execution of drag along right shall be Subject to the

consent of initial promoters & shareholders and Board
approval