Termination and Release Agreement - Wipro Ltd., KPN telecom BV, KPN Asia Mauritius Holding and Wipro Net Ltd.
TERMINATION AND RELEASE AGREEMENT
This TERMINATION AND RELEASE AGREEMENT (the "Agreement") is made on this 12th
day of December, 2000 among:
1. WIPRO LIMITED, a company incorporated in accordance with the laws of India,
having its registered office at Doddakannelli, Sarjapur Road, Bangalore -
560 035 (formerly at Du Parc Trinity, 10/th/ Floor, 17, M.G. Road,
Bangalore) (hereinafter referred to as "Wipro" which expression shall
unless it be repugnant to the context be deemed to include its successors
in title and permitted assigns); and
2. KPN TELECOM B. V., a company incorporated in accordance with the laws of
the Netherlands, having its registered office at Telecomplein / Maanplein,
2516 CK, The Hague, the Netherlands (hereinafter referred to as "KPN" which
expression shall unless it be repugnant to the context be deemed to include
its successors in title and assigns and permitted assigns);
3. KPN ASIA MAURITIUS HOLDING, a private limited company incorporated in
accordance with the laws of Mauritius, having its registered office at 10,
Frere Felix de Valois Street, P.O. Box 799, Port Louis, Mauritius
(hereinafter referred to as "KPN Mauritius" which expression shall unless
it be repugnant to the context be deemed to include its successors in title
and permitted assigns); and
4. WIPRO NET LIMITED, a company incorporated under the laws of India, having
its registered office at Du Parc Trinity, 10/th/ Floor, 17, M. G. Road,
Bangalore (hereinafter referred to as "Company" which expression shall
unless it be repugnant to the context be deemed to include its successors
in title and permitted assigns).
WHEREAS:
(A) Wipro and KPN agreed to form a joint venture to engage in the business
of providing in India the IP Based Services in India through the
Company and for this purpose a Participation Agreement dated as of
31st October, 1999 (the "Participation Agreement") was executed among
the Parties setting out the terms and conditions of participation and
acquisition by KPN of 45% of the paid up equity share capital of the
Company on a fully expanded basis.
(B) Simultaneous with the acquisition by KPN Mauritius (subsidiary of KPN)
of 10,076,540 fully paid up equity shares of the Company constituting
45% shareholding in the Company ("the Sale Shares"), the Parties also
executed a Shareholders Agreement dated as of the 7th December, 1999
("the Shareholders Agreement") setting out the terms and conditions
governing the relationship between Wipro and KPN/KPN Mauritius as
shareholders of the Company and the operation and obligations of the
Company.
(C) Wipro and KPN/KPN Mauritius have not been able to resolve certain
business issues relating to the Company and have agreed to terminate
the joint venture under the terms of a Letter Agreement dated 3 May
2000, such termination to be achieved by the transfer of the Sale
shares by KPN Mauritius to Wipro, it being confirmed that after the
decision to terminate the joint venture, the approval dated May 25,
2000 and the subsequent amendments dated 28th Aug 2000 and 7th Nov
2000 (valid till 31st December 2000) of the Reserve Bank of India had
been obtained by Wipro for the purchase of the Sale Shares
(D) Wipro and KPN/KPN Mauritius wish to record in this Agreement the terms
and conditions relating to the termination of the joint venture.
NOW THEREFORE, in consideration of the mutual promises of the Parties hereto,
the Parties hereto agree as follows:
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1. DEFINITIONS & INTERPRETATIONS
1.1 Definitions
In this Agreement, unless the context otherwise requires:
"Completion" shall mean the completion of actions set out in Clause 3.2
(after fulfillment of conditions set out in Clause 3.1)
"Completion Date" shall be December 22, 2000 or such other date as the
Parties may agree on which the Completion shall take
"Consideration" shall mean the consideration to be received by KPN
Mauritius from Wipro for the sale of the Sale Shares.
"IP Based Services" means the Internet Protocol (IP) based services as
defined in the Shareholders Agreement
"JV Agreements" means any or all agreements / documents relating to the
joint venture between Wipro and KPN including:
(a) Participation Agreement between the Parties and all letters and
confirmations provided by the Parties pursuant to the provisions
thereof.
(b) Disclosure Letters of the Parties pursuant to the Participation
Agreement.
(c) Shareholders Agreement between the Parties.
(d) Technical Services Agreement between KPN Mauritius and the Company.
(e) Trademark License Agreement between KPN and the Company
"Parties" shall mean Wipro, KPN, KPN Mauritius and the Company
collectively; and "the Party" shall mean individually any of the Parties.
"Related Party" or "Related Parties" refer to the following:
(a) all corporations, partnerships, associations and other entities
affiliated with a Party;
(b) all or any directors, officers, employees, agents, shareholders and
partners or the entities referred to in (a) above or the Party itself;
(c) all successors in interest, assigns and nominees of the entities and
persons referred to in (a) and (b) above.
"Sale Shares" shall mean the 10,076,540 fully paid up equity shares of the
Company constituting 45% shareholding in the Company held by KPN Mauritius.
"Share Sale and Purchase Agreement" shall mean the Sale and Purchase
Agreement as per the draft set out in Exhibit B to be entered into between
KPN Mauritius and Wipro whereby Wipro will purchase the Sale Shares from
KPN Mauritius.
"Transfer" shall mean completion of the transfer of the Sale Shares by KPN
Mauritius to Wipro pursuant to the Share Sale and Purchase Agreement.
1.2 Interpretation
Unless otherwise stated or unless the context otherwise requires, in this
Agreement:
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(a) Headings are for convenience only and shall not affect its
interpretation.
(b) Where a word or phrase is defined, other parts of speech and
grammatical forms of that word or phrase shall have corresponding
meanings.
(c) References to the recitals, Clauses and Exhibits shall be references
to clauses and exhibits of this Agreement. Exhibits shall form part of
this Agreement.
(d) References to statutes shall be a reference to the statutory
enactments, rules and regulations (as modified, amended or re-enacted
as of the appropriate date) in force.
2. TERMINATION OF THE JOINT VENTURE
2.1 Subject to the terms and conditions of this Agreement, Wipro and KPN have
agreed to terminate the joint venture of providing in India the IP Based
Services through the Company. The termination will be achieved by the
transfer of the Sale Shares by KPN Mauritius to Wipro under the terms of
the Share Sale and Purchase Agreement.
2.2 The termination of the joint venture will be effective immediately upon
Completion (that is the transfer of the Sale Shares by KPN Mauritius to
Wipro in accordance with the terms of the Share Sale and Purchase
Agreement). The termination of the joint venture would be to the effect
that the position (contractually or otherwise) of the Parties prior to the
participation by KPN in the share capital of the Company is secured and/or
achieved except and to the extent of the monies invested by KPN Mauritius
or the Consideration to be received by KPN Mauritius.
2.3 The Parties agree and accept that as of the Transfer:
(a) the JV Agreements shall, notwithstanding anything contained in the JV
Agreements or the Articles of Association of the Company or any other
document, stand terminated by mutual agreement and all such JV
Agreements shall cease to have any effect or force. Such termination
shall be without any, additional or further liability or claims by any
of the Parties on the other Parties, except for the Consideration to
be received by KPN Mauritius.
(b) none of the Parties shall be required to comply with or be bound with
any of the obligations under the JV Agreements and all rights
thereunder shall cease except and to the extent provided in this
Agreement.
(c) the nominees of KPN on the Board of the Company shall resign from the
Board of the Company.
2.4 This Agreement and the terms and conditions hereof shall supersede and
override anything to the contrary contained in any of the JV Agreements, or
the Articles of Association of the Company or any other document, subject
to the Completion being achieved.
2.5 This Agreement shall constitute an appropriate written modification of
respective JV Agreements, and wherever applicable in compliance with
relevant clauses relating to modification of each of the JV Agreements,
such as,
(a) Clause 21.2 of the Shareholders Agreement,
(b) Clause 13.3 of the Participation Agreement,
(c) Clause 8 of the Trade Mark License Agreement between KPN and the
Company, and
(d) Clause 15 of the Technical Services Agreement between KPN Mauritius
and the Company.
2.6 The Parties agree that, upon to the Completion being achieved, any
restrictive covenants, undertakings or stipulations in any or all of the JV
Agreements whether applicable
(a) prior to the execution of the respective JV Agreements, or
(b) post termination or expiration of the respective JV Agreements,
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unless otherwise expressly excluded by this Agreement shall cease to have
any effect or force as if these never existed.
Without limiting the generality of the foregoing, in particular and as a
matter of illustration, the restrictive covenants in
I. the Shareholders Agreement relating to non-compete (Clause 2.2, 2.4,
2.5, 19.10), relating to International Customers or the New
International Customers (Clause 7), rights of over New IP Based
Services (Clause 9), Rights over New Business (Clause 10).
II. The Participation Agreement relating to exclusivity of the Company as
the vehicle for undertaking IP Based Services (Clause 2.2).
shall cease to have effect or force as of the Completion.
The Company shall cease to have the right to, and shall not, use KPN's
name, brand name and/or logo after the Transfer and for this purpose hereby
waives the right to use the KPN's name, brand name and/or logo under Clause
5.4 of the Shareholders Agreement.
2.7 Notwithstanding Clause 2.6 above or anything contained in the JV
Agreements, the Parties agree as of and after Transfer:
(a) all the provisions relating to confidentiality obligations contained
in any or all of the JV Agreements shall continue to be in force for a
period of two years from the date of this Agreement, provided however,
(i) Wipro and the Company will cease to use confidential or other
technical information provided by KPN/ KPN Mauritius and will
return at Completion all originals and copies thereof to KPN/ KPN
Mauritius, and
(ii) KPN/ KPN Mauritius will cease to use confidential or other
technical information provided by Wipro and/or the Company and
will return at Completion all originals and copies thereof to
Wipro and/or the Company, as the case may be.
(b) Neither of KPN or Wipro shall, either directly or indirectly, offer to
engage the services of any of the employees of the other Party or
solicit/entertain any request for employment from the other Party's
employees for a period of 18 months from date of this Agreement.
2.8 As part of the joint venture termination:
(a) Wipro and the Company confirm that KPN's/ KPN Mauritius's personnel in
the Company have ceased to function effective May 16, 2000. The
Company has paid the agreed employee compensations (local salary) up
to that date and all notice period requirements will stand waived.
This shall constitute full and final settlement of all claims by and
between the Company and the said personnel, and by and between the
said personnel and the Company.
(b) As of May 3, 2000, the Company agrees and confirms that KPN and KPN
Mauritius are discharged of all their rights, duties, liabilities and
obligations under the joint venture and/or the JV Agreements, and
shall not be liable for any past, present or future actions,
proceedings, accounts, claims, dues, damages, costs, losses, expenses,
demands relating to or connected with the joint venture or to the
Company's customers, employees or any third party such as the DOT,
government organisations, etc and the Company hereby indemnifies and
keep indemnified KPN and KPN Mauritius against all liabilities,
claims, damages, actions, liens, losses etc. in respect of the above.
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2.9 The sale and purchase of the Sale Shares shall be completed on or before
22nd December 2000. Each of the Parties undertakes to the others to take
in good faith, all the requisite steps to be taken by it to effect the
Transfer on or before the Transfer Date and in the event of failure by
either KPN/KPN Mauritius or Wipro/Wipro Net to fulfill its obligation
hereunder, the other shall be entitled to seek specific performance by the
Party in default. Notwithstanding the above, in the event the transfer is
not effected by December 22, 2000, Wipro, KPN / KPN Mauritius shall, be
entitled to exercise all their rights under the JV Agreements. KPN/ KPN
Mauritius shall also not be liable for any act or omission in respect of
Wipro Net during the period May 16, 2000 till December 22, 2000. Wipro and
WiproNet acknowledge that KPN and KPN Mauritius have entered into this
Agreement for a consideration of US$ 23.25 million in order to expedite the
Transfer of Sale Shares, and Wipro and WiproNet agree that, without
prejudice to the rights of KPN/KPN Mauritius specified above, in case the
Transfer is not achieved by the Transfer Date, KPN/KPN Mauritius shall, at
their discretion, have the right to pursue any other rights and remedies
available to them against Wipro and WiproNet as if this Agreement has not
been executed.
3. COMPLETION
3.1 The Completion shall be subject to the following conditions:
(a) execution of the Share Sale and Purchase Agreement by KPN Mauritius
and Wipro.
(b) Delivery and receipt of various documents referred to in Clause 4.1 of
the Share Sale and Purchase Agreeement.
(c) receipt by the Company from KPN of a letter of waiver (in accordance
with Article 33 of the Articles of the Company) from KPN of the
requirement of a nominee of KPN being present for constituting the
quorum for the meeting of the Board of Directors of the Company for
approval of the transfer of Sale Shares to Wipro.
(d) completion of the transfer of the Sale Shares to Wipro under the Share
Sale and Purchase Agreement.
3.2 At the date of the Completion all (and not part only) of the following
business shall be transacted:
(a) the Company shall deliver (simultaneously with 3.2(b) below) to KPN
Mauritius a certified copy of the resolution recording the transfer of
the Sale Shares in favour of Wipro as well as a copy of the share
certificate(s) of the Sale Shares, evidencing the endorsement in
favour of Wipro by the Company.
(b) KPN shall deliver (simultaneously with 3.2(a) above) to the Company
the resignation letters of all the directors nominated by KPN under
the Shareholders Agreement from the Board of Directors of the Company
as well as a letter waiving any rights that KPN may have in relation
to the modification of the Articles of Association of the Company,
(c) Wipro shall procure a Board meeting of the Company to be held for
transacting the following business for re-constitution of the Board of
the Company with the resignation of the KPN's nominees, and for
calling an extra-ordinary general meeting of the Company at a short
notice to modify the Articles of Association of the Company in
accordance with Exhibit A hereto.
(d) Wipro shall procure a extra-ordinary general meeting of the Company to
pass a special resolution for modification of the Articles of
Association of the Company.
(e) The Company shall deliver to KPN/KPN Mauritius
(i) the certified true copies of the resolution of Board accepting
the resignation of the nominees of KPN on the Board, and
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(ii) the certified true copies of the resolution of the Board and
the shareholders of the Company approving the modification of
the Articles of Association as per Clause 3.2(c) above.
(iii) letter addressed to the Secretariat for Industrial Assistance,
informing about the sale of the Sale shares and that permission
granted in respect of KPN/KPN Mauritius ceases to be effective
as a result of transfer of the Sale Shares based on the
permission granted by the reserve Bank of India for transfer of
the Sale Shares to Wipro.
3.3 If the Completion actions in Clause 3.2 are not achieved and the transfer
of the Sale Shares has been effected then, KPN/ KPN Mauritius or Wipro (as
the case may be) shall have the right to require Wipro or KPN / KPN
Mauritius respectively to secure the retransfer of the Sale Shares to KPN
Mauritius or in the alternative to seek specific performance.
4. LIABILITIES AND INDEMNITIES
4.1 The Parties agree that as of May 16, 2000, KPN and KPN Mauritius (singly or
jointly) have been / shall be deemed to have been discharged, fulfilled
and/ or extinguished all their respective rights, duties, liabilities and
obligations under the joint venture or under the JV Agreements or the
Articles of Association of the Company or any other document (excluding the
Share Sale and Purchase Agreement) as joint venture partners, shareholders
or otherwise.
4.2 Upon the Completion being achieved, Wipro and the Company hereby jointly
and severally agree and undertake to keep KPN and/or KPN Mauritius (as the
case may be) harmless and completely indemnified against all (past, present
or future) actions, proceedings, accounts, claims, dues, damages, costs,
losses expenses, demands relating to or connected with the joint venture or
the JV Agreement.
5. GOVERNING LAW AND DISPUTE RESOLUTION
5.1 This Agreement shall be governed by and construed and enforced in
accordance with the laws of India.
5.2 Any dispute, controversy or claim arising out of or in relation to this
Agreement or the breach, termination or invalidity thereof, if the same
cannot be settled amicably among the Parties concerned, shall be settled by
final and binding arbitration in accordance with the Rules of Conciliation
and Arbitration of the International Chamber of Commerce. The arbitration
proceedings shall take place at Bangalore in India and the proceedings
shall be exclusively in English.
5.3 No Party shall be entitled to commence or maintain any action in a court of
law upon any matter in dispute until such matter shall have been submitted
to arbitration and determined as provided above, and then only for the
enforcement of the arbitral award, except that any party may approach the
court for conservancy and provisional measures for injunctive relief.
5.4 Pending the resolution of a dispute by arbitration, the Parties shall,
except in the event of termination, continue to perform all their
obligations under this Agreement without prejudice to a final adjustment in
accordance with the arbitral award.
5.5 In the event that it is necessary for any of the Parties to this Agreement
to commence arbitration to enforce any of the provisions hereof, the Party
prevailing in the arbitration or action shall be entitled to collect from
the other parties and to have added to and included in any award or
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judgement rendered in such arbitration or action such additional sum as the
arbitrator or court shall deem reasonable for lawyers' fees.
6. WAIVER
6.1 As a part of the agreement of the parties relating to the termination of
the joint venture and the JV Agreements and effective upon the transfer of
the Sale Shares,
(a) KPN and KPN Mauritius (singly or jointly) hereby waive any or all of
its rights or claims arising out of or relating to the joint venture
or the JV Agreements, against Wipro and/or the Company; and
(b) Wipro and the Company (singly or jointly) hereby waive any or all of
their rights or claims arising out of or relating to the joint venture
or the JV Agreements against KPN and/or KPN Mauritius.
6.2 As of the date of this Agreement, Wipro and KPN shall not either by itself
or through any one or more of its Related Parties, at any time hereafter
bring or take any action or proceeding or make any claim or demand against
each other or any Related Party of Wipro or KPN arising out of or in
respect of any of the JV Agreements (including the Shareholders Agreement,
the Participation Agreement), and any related transaction or occurrences on
or before the date hereof. The Parties hereby expressly waive any right or
claim against the other Party in respect of any breach of any
representation or warranty of such other Party under the Participation
Agreement Wipro and KPN waive all such rights, whether specific, implied,
statutory or otherwise (if any) touching upon or in respect of each and all
of them.
7. GENERAL PROVISIONS
7.1 This Agreement constitutes the entire understanding of the parties with
reference to the subject matter of this Agreement and supersedes any and
all prior negotiations, correspondence, agreements, understandings, duties
or obligations among the parties with respect to the subject matter hereof.
7.2 This Agreement shall not be amended, modified, altered or changed in any
way except by a writing executed by a duly authorised representative of
each of the parties. A waiver by any Party of any provision of this
Agreement or a breach thereunder shall not be deemed to constitute a
subsequent or future waiver of the same or any other provision or a breach
of this Agreement. This Agreement shall inure to the benefit of and be
binding on the respective successors and assigns of the parties. The
parties hereto agree and undertake that this Agreement shall continue to be
valid, binding and enforceable against the parties as well as their
successors and assigns notwithstanding any merger, acquisition, corporate
reorganisation by way of change in the ownership and/or management of the
parties or otherwise.
7.3 If any part of this Agreement is declared invalid or unenforceable, the
parties shall, in good faith, consult with each other and adopt new
provisions that will to the greatest extent permitted by law, place the
parties in the same economic position that they would have been in had the
invalid part of the Agreement continued in effect and those portions of
this Agreement that have not been declared invalid or unenforceable shall
remain in full force and effect.
7.4 All notices, communications and other correspondence required or permitted
by this Agreement shall be in writing and shall be sent by (a) facsimile,
with confirmation copy sent by registered first class airmail, (b) by
personal delivery with acknowledgement of receipt or (c) by registered,
first class air mail, return receipt requested and postage prepaid, to the
following address:
in the case of Wipro to Corporate Vice- President - Legal &
Company Secretary
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Wipro Limited
Doddakannelli,
Sarjapur Road,
Bangalore 560 035
Fax: 91 (80) 844 0054
in the case of Company to Company Secretary
Wipro Net Limited
Du Parc Trinity, 10/th/ Floor
17 M G Road, Bangalore 560 001
Fax: 91 (80) 559 6748
in the case of KPN
or KPN Mauritius to Hans van Moorsel
39, Robinson Road
#15-01, Robinson Point
Singapore 068911
Fax: 0065 538 5255
All such notices, communications and correspondence shall be sent and
deemed to have been received as follows: (i) if by facsimile, upon receipt
of the confirmation copy; and (ii) if by personal delivery, courier or
registered, first class airmail, upon receipt or refusal of delivery. A
Party may change the address to which notices are to be sent by a notice
complying herewith to that effect. All notices will be in English.
7.5 No failure or delay by any of the Parties in exercising any right, power or
remedy under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of the same preclude any further exercise
thereof or the exercise of any other right, power or remedy. Without
limiting the foregoing, no waiver by any of the Parties of any breach by
the other of any provision hereof shall be deemed to be a waiver of any
subsequent breach of that or any other provision hereof. If at any time
any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect, the legality, validity and enforceability of
the remaining provisions of this Agreement shall not be affected or
impaired thereby.
7.6 The formation, validity, performance interpretation and enforcement of this
Agreement shall be governed only by the laws of India, and the Parties
hereby irrevocably submit only to the jurisdiction of the Indian courts.
7.7 Until execution of the Termination Agreement, no party shall without the
prior written consent of the other party make public in any manner
whatsoever the contents of this Agreement or the transactions contemplated
herein, except upon mutual agreement or as may be required by laws to which
each party is respectively subject to.
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7.8 This Agreement shall supersede and override anything to contrary contained
in any document including the Share Sale and Purchase Agreement and it is
clarified that in case of any inconsistency between this Agreement and the
Share Sale and Purchase Agreement, then this Agreement shall prevail and
have overriding effect.
IN WITNESS WHEREOF this Agreement has been executed on the day and year first
above written.
SIGNED by )
for and on behalf of )
Wipro LIMITED )
in the presence of: )
SIGNED by )
for and on behalf of )
KPN TELECOM B.V. )
in the presence of: )
SIGNED by )
for and on behalf of )
KPN ASIA MAURITIUS HOLDING )
in the presence of: )
SIGNED by )
for and on behalf of )
Wipro NET LIMITED )
in the presence of: )
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EXHIBIT A
to the Termination and Release Agreement
among Wipro, KPN, KPN Mauritius and the Company
New Articles of Association of WIPRO NET LIMITED
THE COMPANIES ACT, 1956
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
WIPRO NET LIMITED
1. The Regulations contained in Table A in Schedule I to the Companies Act,
1956 (hereinafter referred to as "Table A") shall apply to this Company
insofar as they are applicable to a company which is a public limited
company under Section 43A of the Companies Act, 1956 and save and insofar
as they are expressly or impliedl excluded or modified by the following
Articles.
2. Regulations 5, 19, 20 to 24, 40 to 43, 49, 55, 56, 65, 66, 74(2) and 84 of
Table A shall not apply to the Company.
3. The Company is a public limited company under Section 43A of the Companies
Act and accordingly:
a. the right to transfer shares of the Company is restricted in manner
hereinafter provided.
b. the number of members of the Company (exclusive of persons who are in
the employment of the Company and of persons who having been formerly
in the employment of the Company were members of the Company while in
that employment and have continued to be members after the employment
ceased), shall be limited to fifty. Provided that where two or more
persons hold one or more shares in the Company jointly they shall for
the progress of this Articles be treated as a single member.
c. Any invitation to the public to subscribe for any shares in or
debentures of the Company is prohibited.
4. The authorised share capital of the Company shall be as specified from time
to time in the Memorandum of Association of the Company. The share capital
of the Company shall comprise of equity shares of Rupees Ten each and / or
preference shares of such amount as may be determined by the Board from
time to time. The shares may be issued at par or at a premium or at a
discount as may be deemed expedient.
5. Subject to the provisions of these Articles and of the Act, the shares of
the Company shall be under the control of the Board who may allot, issue or
otherwise dispose of the same to such person on such terms and conditions
and at such time as the Directors shall think fit and with full power to
give any person the option to call for or be alloted shares of any class of
the Company (subject to the provisions of Section 78 and 79 of the Act) at
a premium or at par or at a discount and such option being exercisable for
such time and for such considerations as the Directors think fit. The Board
shall cause to be made the returns as to allotment provided in Section 75
of the Act.
6. Subject to the provisions of the Act and these Articles, the restrictions
on transfer shall be in accordance with the Option Agreement. For the
purposes of this Article, "transfer" shall mean and
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include the sale, transfer or disposal by any other means, or the creation
of any charge, lien or other encumbrance (whether by way of pledge,
mortgage, hypothecation or otherwise) in relation to the shares of the
Company.
7. No business shall be transacted at any general meeting unless a quorum of
members of present at the time when the meeting proceeds to business. Two
members present in person shall be the required quorum. A person appointed
under Section 187(2) by a corporation which is a member will be deemed to
be a member personally present, within the meaning of this Regulation.
8. Subject to the provisions of Section 252 of the Companies Act, 1956, and
unless and until otherwise determined by the Company in General Meeting,
the minimum number of Directors shall be three (3) and the maximum shall be
five (5).
9. Mr. Azim H. Premji shall be a permanent director of the Company and shall
be the Chairman of the Company. All of the other directors shall be liable
to retire by rotation.
10. The Directors shall not be required to hold any qualification shares.
11. The Board shall be entitled to exercise all powers and to do all acts and
things as the Company is authorised to exercise and subject to the
provisions of the Act, the Memorandum and Articles of Association of the
Company.
12. Wherever in the Act it has been provided that the Company shall have any
right, privilege or authority or that the Company could carry out any
transaction only if the Company is so authorised by its Articles then and
in that case by virtue of this Regulation, the Company is hereby
specifically authorised irrespective of whether the Company has such
authority by any other regulation of this Articles, and is therefore
empowered and entitled to have such right, privilege or authority and to
carry out such transaction as having been permitted by the Act without
there being any separate regulation in that behalf provided. As
illustration if such rights, privileges, authorities and transactions the
following are set out with relevant Sections:
Section 76 to pay commission on issue of shares and debentures
Section 80 to issue redeemable preference shares
Section 92 to accept unpaid share capital although not called up
Section 93 to pay dividend in proportion to the amount paid up
Section 94 to alter the share capital of the Company
Section 100 to reduce the share capital of the Company
Section 106 to alter the rights of holders of special class of shares
Section 114 of issue bearer share warrants
Section 208 to pay interest out of capital in certain cases
Section 260 giving power to the Board to appoint additional Directors.
Section 265 to adopt proportional representation for the appointment of
Directors
Section 313 authorising the Board to appoint Alternate Directors.
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13. The Board shall provide a Common Seal for the purposes 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 provide for the safe custody of
the Seal for time being and the seal shall neer be used except by the
authority of the Board or a Committee of the Board, previously given and in
the presence of a Director of the Company or some other person as the
Directors may from time to time, resolve, who shall sign every instrument
to which the seal is affixed and every such instrument shall be
countersigned by such other Director or person as the Directors may from
time to time resolve.
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