CIE Automotive India : Adoption of new set of Articles of Association

BSE Limited

National Stock Exchange of India Limited

Corporate Relationship Department,

Corporate Relationship Department,

P. J. Towers,

Exchange Plaza, 5th Floor,

Dalal Street, Fort,

Plot No. C/1, G Block,

Mumbai - 400 001

Bandra Kurla Complex, Bandra (E),

Mumbai - 400 051

BSE Scrip Code: 532756

NSE Scrip Code: CIEINDIA

The Companies Act, 2013

COMPANY LIMITED BY SHARES

Articles of Association#

of

CIE Automotive India Limited

PRELIMINARY

1. Table F not to

a) The Company is incorporated with Limited Liability in accordance

apply

with and subject to the provisions of the Companies Act, 1956. None

of the regulations contained in Table 'F' of Schedule I to the

Companies Act, 2013, including any amendment(s) made thereto,

shall apply to the Company, except in so far as the same are

contained or expressly made applicable in these Articles or by the

Act.

b) The regulations for the management of the Company and for the

observance by the members thereof and their representatives shall

be such as are contained in these Articles subject however to the

exercise of the statutory powers by the Company in respect of

repeal, additions, alterations, substitution, modifications and

variations thereto by special resolution as prescribed by the

Companies Act, 2013.

Interpretation

2.

(1) ln these Articles, unless repugnant to the subject or context:

b)

"Articles"

'Articles" means the Articles of Association of the Company as originally

framed or as altered from time to time.

c)

"Applicable Law"

'Applicable Law' or 'Law' means any applicable statute, law, regulation,

or "Law"

ordinance, rule, judgement, order, decree, approval from an authority,

directive, guideline, press note, policy, requirement, or restriction or any

similar form of decision, or determination by, or any interpretation or

administration of any of the foregoing by, any Government Authority in

effect in the Republic of India.

of Directors"

of the Company.

g) "Company"

or "Company" or "the Company" means CIE Automotive India Limited.

"the Company"

j)

"Office"

"Office" means the registered office for the time being of the Company.

k)

"Seal"

"Seal" means the common seal for the time being of the Company or any

other method of authentication of documents, as specified under the

Act or amendment thereto.

l)

"SEBI Act"

"SEBI Act" or "the SEBI Act" means the Securities and Exchange Board of

India Act, 1992 or any statutory modification thereto or re-enactment

thereof and includes any Rules and Regulations made thereunder.

m)

"Written/in

"Written" and "in Writing" includes printing, electronic and other modes

Writing"

of representing or reproducing words in a visible form.

(2) In these Articles, words importing singular number include, where

the context admits or requires, the plural number and vice versa and

words importing masculine gender also include the feminine and the

neuter genders.

(3) Unless the context otherwise requires, words or expressions

contained in these Articles shall bear the same meaning as in the Act,

the SEBI Act or the Depositories Act as the case may be.

(4) The headings and marginal notes hereto are inserted for

convenience only and shall not affect the construction hereof.

Share capital and variation of rights

3. Kinds of Share

The Company may issue the following kinds of shares in accordance

Capital

with these Articles, the Act, the SEBI Act and other applicable law:

i. Equity share capital:

a. with voting rights; and/or

b. with differential rights as to dividend, voting or otherwise; and

of Board

shares in the Capital of the Company shall be under the control of

the Board of Directors which may issue, allot or otherwise dispose

of the same or any of them to such persons, in such proportion

and on such terms and conditions and either at premium or at par

and at such time as it may from time to time think fit and with full

power to give any person the option or right to call for or be

allotted shares of any class of the Company at such time and for

such consideration as the Board may think fit, provided that the

option or right to call for is in accordance with the Applicable Law.

b) Subject to the provisions of the Applicable Laws and these Articles,

the Board may issue and allot shares in the Capital of the

Company on payment or part payment for any property or assets

of any kind whatsoever sold or transferred, goods or machinery

supplied or for services rendered to the Company and any such

shares may be issued and allotted as fully paid up or partly paid-

up otherwise than for cash, and if so issued and allotted, shall be

deemed to be fully paid-up or partly paid-up shares, as the case

may be.

5.

Further

issue of

a) The Board or the Company may in accordance with the Act, SEBI

share capital

Act, and other Applicable Laws, if any, issue further shares to:

i.

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

the Company. Such offer 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; or

ii.

employees under a scheme of employees' stock option; or

iii. any persons, whether or not those persons include the persons

referred to in clause (i) or clause (ii) above.

6.

Mode

of further

A further issue of shares may be made in any manner whatsoever as

issue of shares

the Board may determine including by way of preferential offer or

sweat

equity

of a class of shares already issued in accordance with the Act, the SEBI

shares

Act and other applicable law, if any.

8.

Mode

of

holding

a)

A member of the Company may hold shares of the Company

the shares

either in the form of share certificate issued by the Company or

in Dematerialized Form in accordance with provisions of the Act,

the SEBI Act, the Depositories Act or any other Applicable Law.

b)

The provisions of the Act, the SEBI Act or, any other Applicable Law

including the provisions of Table F of Schedule I to the Act shall be

applicable to the manner of issuance of share certificates,

duplicate thereof, the form of share certificate and other matters

related thereto.

c)

The provisions of the Act, the SEBI Act, the Depositories Act or any

other Applicable Law shall be applicable to issuance of shares in

Dematerialized Form, Dematerialisation or Rematerialisation of

Shares and matters related thereto.

9.

Subscription

to

A person subscribing to shares offered by the Company shall, subject

shares

in

to provisions of Applicable Law, hold the shares in dematerialised form

dematerialized

with a Depository.

form

10.

Provisions

as

to

The provisions of these Articles relating to Mode of Holding of Shares

Mode of Holding of

and issuance thereof shall mutatis mutandis apply to all other

Shares

and

securities of the Company, except where the Act or SEBI Act otherwise

issuance thereof to

provide and except where issuance of such securities is allowed

apply

mutatis

otherwise than in dematerialised form.

mutandis to other

securities

11.

First

named joint

lf any share stands in the names of 2 (two) or more persons, the person

holder

deemed

first named in the register of members maintained by the Company or

sole holder

the register of beneficial owners maintained by a Depository shall, as

regards receipt of dividends, service of notices and other documents

or entitlements and all or any other matter connected with the

Company, except voting at meetings, transfer of the shares and any

other matter provided in the Act, be deemed the sole holder thereof.

12.

Joint-holders

a) Where 2 (two) or more persons are holding shares as joint holders

of any share, they shall be deemed (so far as the Company is