SHA1

Note: Read SHAs of listed companies

Sr. Clause/Right More than 50% More than 25% less Less than 25% Remarks
No. than 50%
1. GOVERNANCE RIGHTS Note to draft: add angles for
multi-party deals (C-Flex)

a. Board Majority Representation on the Board 2 (or such number which 1 director on the Board if Listed Companies
Representation would be proportional to shareholding above is 5%.
the investor’s Listed Companies are subject to
shareholding) directors on certain board composition
the Board requirements under law:
- Number of IDs depend on
whether the chairperson of the
board is an executive director or
not.
- Requirements for a woman
director being on the board.

Investor’s representation shall be

subject to the above mentioned
factors.

b. Board Committees
[Query: Language for representation is Investor to have Investor to have Listed Companies
not required since Investor has representation on all representation in NRC and
majority on the Board?] board committees. Audit Committee if Mandated committees as per
shareholding >5% applicable law: NRC, Audit
Committee, Stakeholders’
Relationship Committee, Risk
Management Committee.

1
Please note that comments/notes specific to listed companies and the applicable law have been set out in red.
Sr. Clause/Right More than 50% More than 25% less Less than 25% Remarks
No. than 50%
- Investor to have
representation in NRC and
Audit Committee (provided
that more than 5%
shareholding is held)

c. Observer Right Observer right not necessary Observer right not Observer right to the Board Investor may seek veto on any
necessary if shareholding is below amendments to the articles that
5%. would adversely affect its rights,
as long as it holds 2% to 3%
shareholding in the Company.

d. Reserved Matter Affirmative voting rights not required. Investor should obtain Investor should obtain Listed Companies
affirmative voting rights. affirmative voting rights.
Investor may consider obtaining
[Note: List of customary [Note: Items that require RMs basis the shareholding
voting rights set out as special resolution under percentage of the promoters in the
Annexure 1.] Companies Act, 2013, can listed entity i.e., if the promoters
be negotiated to be have a majority shareholding,
included in the list of RMs. matters that require an ordinary
List of such special resolution may be included in the
resolution matters is set list of RMs and thereby require
out as Annexure 2.] the Investor’s consent.

2. PRE-EMPTIVE RIGHTS Investor may negotiate for pre-emptive
(ANTI-DILUTION) rights in the event of fresh issuance.
However, this is not crucial.
[Note: Anti-dilution rights for majority
shareholder are not customary, given
that the board shall operate under the
investor’s control.]
Investor should have pre- Investor should have pre- Research required for listed
emptive rights in the emptive rights in the event companies. – Logically don’t
event of fresh issuance. of fresh issuance. think pre-emptive rights can be
put in for listed companies.
However, the sagar SHA has
restrictions against dilution of
promoter shareholding.
Sr. Clause/Right More than 50% More than 25% less Less than 25% Remarks
No. than 50%

3. TRANSFER RESTRICTIONS

Lock-in restrictions Lock-in to be placed on strategic Lock-in on promoters/

shareholder, if any, for 3 to 5 years. strategic shareholder

Right of First Offer

Right of First Refusal

Tag Along Rights

4. Exit
5. Non-Compete/Non-
solicitation
6. EOD?
7. Miscellaneous -

TVS MF
PHI DEMAT
Dates
SSA completion changes
UDL
PAS 4 – REGISTRED VALUER RELEVANT DATE SERIAL NUMBER