Powers and Authorities. 4.1 The Trustees shall have the following powers exercisable by them at any time from time to time during the Trust Period: 4.1.1 power, control and authority over the assets of the Trust Fund and over the business and affairs of the Trust Fund to the same extent as if the Trustees were the sole owner of the Shares and other assets in their own right, and to do all such acts and things as in their sole discretion and judgement are necessary or incidental thereto or desirable for the carrying out of any of the purposes of the Trust Fund or conducting the business of the Trust Fund; 4.1.2 subject to the prior consent of the Board, power by any deed or deeds to vary the terms of the Rules including, but without limitation, the terms of accumulation of the income of the Trust Fund and the terms and conditions attaching to redemption or surrender of Units; 4.1.3 unless otherwise provided by law the Trustees may grant or delegate to persons such authority as the Trustees in their sole discretion deem necessary or desirable for the management or administration of the ESOS. The Trustees may enter into a contract with such person relating to the authority, term of appointment, compensation and any other matters deemed desirable by the Trustees; 4.1.4 power to enter into any agreement or contract with the Company, the Unitholders or any third party, and (without prejudice to the generality of the above) to make amendments and variations pursuant to or in furtherance of any such agreement; 4.1.5 power to borrow money from the Company or any person on such terms as the Trustees at their absolute discretion shall think fit; 4.1.6 power to subscribe for, purchase and to sell Shares; 4.1.7 power to grant Units, rights and awards to Eligible Employees upon the terms and conditions laid down in the Rules, including the power to grant Units at a discount to the market value of the Shares; 4.1.8 subject to the prior consent of the Board, power to lend money, or provide any other kind of funding options, to Eligible Employees upon exercise of any options, grants or rights on such terms as the Trustees shall think fit; 4.1.9 power as regards any money for the time being subject to the provisions of this Settlement and requiring investment to invest or lay out the same in the purchase or otherwise in the acquisition of Shares with or without security in all respects and to place money on deposit with a reputable licensed commercial bank or other reputable licensed financial institution provided that the Trustees shall not be under any obligation to diversify the investments of the Trust Fund; 4.1.10 power to borrow or raise money for the purposes of acquiring Shares either with or without security; 4.1.11 power to grant security over some or all of the assets of the Trust Fund; 4.1.12 power to effect any mortgage or charge as collateral security for or to guarantee money payable in respect of any loan to a Unitholder upon such terms in all respects as the Trustees shall in their absolute discretion think fit; 4.1.13 power to exercise or refrain from exercising (either themselves or by proxy) the voting and other rights attached to the Shares that are subject to any of the trusts of this Settlement in any manner whatever and in particular (without prejudice to the generality of the above) to place the Company in administration or to wind-up under the Insolvency Act or to dissolve or join in insolvency proceedings or dissolving the Company; 4.1.14 power to put or leave any Shares of the Company in the name or names of any nominee (being a trust corporation) for the Trustees; 4.1.15 power to create, allot, issue, transfer, redeem, re-purchase, appropriate, partition or apportion Units in or towards satisfaction of any entitlements to Units under the Rules or the income thereof in such manner as the Trustees shall in their absolute discretion consider just according to the respective rights of the persons concerned and in accordance with the Rules and power to issue, sign and replace lost, destroyed or worn certificates for Units to Unitholders; 4.1.16 power to create and hold a reserve of Units for future allocation to Unitholders; 4.1.17 power to hold a reserve of Shares for future allocation to Unitholders under the terms of the Rules; 4.1.18 power at any time on giving written notice to each Unitholder to determine that each Unit shall be sub-divided or consolidated in accordance with any resolution passed by the Company for the sub-division or consolidation of Shares and any sub-division or consolidation of Units shall correspond with the sub-division or consolidation of the Shares; 4.1.19 power to accept or compel surrender of Units in accordance with the terms of the Rules and to accept redemption of Units and pay to a Unitholder the Redemption Proceeds arising from the sale of Shares corresponding to the number of Units held by a redeeming Unitholder; 4.1.20 power to transfer Shares to Unitholders upon redemption of Units in accordance with the terms of the Rules; 4.1.21 power to collect, sue for and receive all sums of money due to or becoming due to the Trust Fund and engage, prosecute, defend, compromise or abandon any actions suits, proceedings, disputes, claims, demands or other litigation relating to the Trust Fund; 4.1.22 power to apply for and obtain approval from the Capital Markets Authority for the ESOS and all the Rules from time to time approved by the Board, and to register the ESOS with relevant regulatory bodies and with any tax authority as required by law; 4.1.23 power to open accounts with any reputable stock brokerage firm to acquire or purchase Shares of the Company from time to time as may be required by the Rules of the ESOS and to permit any one or more of the Trustees to sign instructions on any such account in the names of the Trustees and generally to sign orders and authorities to any stock broker on behalf of the Trustees, provided that the Trustees shall not acquire or purchase any other securities under the ESOS other than the Shares of the Company; 4.1.24 power to open accounts with any reputable commercial bank or other reputable financial institution and to permit any one or more of the Trustees to sign cheques on any bank account in the names of the Trustees and generally to sign orders and authorities to any bank on behalf of the Trustees; 4.1.25 power to open accounts and maintain records with any entity authorised to provide registration, transaction records, custodian and depository systems in respect of securities listed at the NSE or any other recognised securities exchange; and 4.1.26 to do all such other acts and things as are incidental to the foregoing and to exercise all powers which are necessary or useful to carry on the business of the Trust and to promote any of the purposes for which the Settlement is formed and to carry out the provisions of this Settlement. 4.2 Subject to the Board’s prior consent, the Trustees shall have power at any time or times during the Trust Period by instrument or instruments in writing to revoke or vary or add to any of the administrative provisions set out in sub-clause 4.1 above. 4.3 The Trustees shall have power during the Trust Period to delegate to any person at any time for any period and in any manner (including without prejudice to the generality of the foregoing by power of attorney) and upon any terms whatsoever all or any of the powers or discretions whether dispositive administrative or otherwise imposed on or given to the Trustees by this Settlement or by law or otherwise (including the management and administration of this Settlement) without being liable for any loss to the Trust Fund arising from the acts or defaults of any such person. For the avoidance of doubt nothing in this clause shall be construed so as to restrict the statutory power of the Trustees to delegate and for delegates to sub- delegate under the law. 4.4 The Trustees in addition to and without prejudice to all the powers vested in them by this Settlement or by law may exercise all or any of the same from time to time in such manner and to such extent as may seem to them to be desirable provided that in exercising their powers they shall not depart from the terms of the applicable Rules.
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Sources: Employee Share Ownership Scheme
Powers and Authorities. 4.1 The Trustees shall have the following powers exercisable by them at any time from time to time during the Trust Period:
4.1.1 power, control and authority over the assets of the Trust Fund and over the business and affairs of the Trust Fund to the same extent as if the Trustees were the sole owner of the Shares and other assets in their own right, and to do all such acts and things as in their sole discretion and judgement are necessary or incidental thereto or desirable for the carrying out of any of the purposes of the Trust Fund or conducting the business of the Trust Fund;
4.1.2 subject to the prior consent of the Board, power by any deed or deeds to vary the terms of the Rules including, but without limitation, the terms of accumulation of the income of the Trust Fund and the terms and conditions attaching to redemption or surrender of Units;
4.1.3 unless otherwise provided by law the Trustees may grant or delegate to persons such authority as the Trustees in their sole discretion deem necessary or desirable for the management or administration of the ESOS. The Trustees may enter into a contract with such person relating to the authority, term of appointment, compensation and any other matters deemed desirable by the Trustees;
4.1.4 power to enter into any agreement or contract with the Company, the Unitholders or any third party, and (without prejudice to the generality of the above) to make amendments and variations pursuant to or in furtherance of any such agreement;
4.1.5 power to borrow money from the Company or any person on such terms as the Trustees at their absolute discretion shall think fit;as
4.1.6 power to subscribe for, purchase and to sell Shares;
4.1.7 power to grant Units, rights and awards to Eligible Employees upon the terms and conditions laid down in the Rules, including the power to grant Units at a discount to the market value of the Shares;
4.1.8 subject to the prior consent of the Board, power to lend money, or provide any other kind of funding options, to Eligible Employees upon exercise of any options, grants or rights on such terms as the Trustees shall think fit;
4.1.9 power as regards any money for the time being subject to the provisions of this Settlement and requiring investment to invest or lay out the same in the purchase or otherwise in the acquisition of Shares with or without security in all respects and to place money on deposit with a reputable licensed commercial bank or other reputable licensed financial institution provided that the Trustees shall not be under any obligation to diversify the investments of the Trust Fund;
4.1.10 power to borrow or raise money for the purposes of acquiring Shares either with or without security;
4.1.11 power to grant security over some or all of the assets of the Trust Fund;
4.1.12 power to effect any mortgage or charge as collateral security for or to guarantee money payable in respect of any loan to a Unitholder upon such terms in all respects as the Trustees shall in their absolute discretion think fit;
4.1.13 power to exercise or refrain from exercising (either themselves or by proxy) the voting and other rights attached to the Shares that are subject to any of the trusts of this Settlement in any manner whatever and in particular (without prejudice to the generality of the above) to place the Company in administration or to wind-up under the Insolvency Act or to dissolve or join in insolvency proceedings or dissolving the Company;
4.1.14 power to put or leave any Shares of the Company in the name or names of any nominee (being a trust corporation) for the Trustees;
4.1.15 power to create, allot, issue, transfer, redeem, re-purchase, appropriate, partition or apportion Units in or towards satisfaction of any entitlements to Units under the Rules or the income thereof in such manner as the Trustees shall in their absolute discretion consider just according to the respective rights of the persons concerned and in accordance with the Rules and power to issue, sign and replace lost, destroyed or worn certificates for Units to Unitholders;
4.1.16 power to create and hold a reserve of Units for future allocation to Unitholders;
4.1.17 power to hold a reserve of Shares for future allocation to Unitholders under the terms of the Rules;
4.1.18 power at any time on giving written notice to each Unitholder to determine that each Unit shall be sub-divided or consolidated in accordance with any resolution passed by the Company for the sub-division or consolidation of Shares and any sub-division or consolidation of Units shall correspond with the sub-division or consolidation of the Shares;
4.1.19 power to accept or compel surrender of Units in accordance with the terms of the Rules and to accept redemption of Units and pay to a Unitholder the Redemption Proceeds arising from the sale of Shares corresponding to the number of Units held by a redeeming Unitholder;
4.1.20 power to transfer Shares to Unitholders upon redemption of Units in accordance with the terms of the Rules;
4.1.21 power to collect, sue for and receive all sums of money due to or becoming due to the Trust Fund and engage, prosecute, defend, compromise or abandon any actions suits, proceedings, disputes, claims, demands or other litigation relating to the Trust Fund;
4.1.22 power to apply for and obtain approval from the Capital Markets Authority for the ESOS and all the Rules from time to time approved by the Board, and to register the ESOS with relevant regulatory bodies and with any tax authority as required by law;
4.1.23 power to open accounts with any reputable stock brokerage firm to acquire or purchase Shares of the Company from time to time as may be required by the Rules of the ESOS and to permit any one or more of the Trustees to sign instructions on any such account in the names of the Trustees and generally to sign orders and authorities to any stock broker on behalf of the Trustees, provided that the Trustees shall not acquire or purchase any other securities under the ESOS other than the Shares of the Company;
4.1.24 power to open accounts with any reputable commercial bank or other reputable financial institution and to permit any one or more of the Trustees to sign cheques on any bank account in the names of the Trustees and generally to sign orders and authorities to any bank on behalf of the Trustees;
4.1.25 power to open accounts and maintain records with any entity authorised to provide registration, transaction records, custodian and depository systems in respect of securities listed at the NSE or any other recognised securities exchange; and
4.1.26 to do all such other acts and things as are incidental to the foregoing and to exercise all powers which are necessary or useful to carry on the business of the Trust and to promote any of the purposes for which the Settlement is formed and to carry out the provisions of this Settlement.
4.2 Subject to the Board’s prior consent, the Trustees shall have power at any time or times during the Trust Period by instrument or instruments in writing to revoke or vary or add to any of the administrative provisions set out in sub-clause 4.1 above.
4.3 The Trustees shall have power during the Trust Period to delegate to any person at any time for any period and in any manner (including without prejudice to the generality of the foregoing by power of attorney) and upon any terms whatsoever all or any of the powers or discretions whether dispositive administrative or otherwise imposed on or given to the Trustees by this Settlement or by law or otherwise (including the management and administration of this Settlement) without being liable for any loss to the Trust Fund arising from the acts or defaults of any such person. For the avoidance of doubt nothing in this clause shall be construed so as to restrict the statutory power of the Trustees to delegate and for delegates to sub- delegate under the law.
4.4 The Trustees in addition to and without prejudice to all the powers vested in them by this Settlement or by law may exercise all or any of the same from time to time in such manner and to such extent as may seem to them to be desirable provided that in exercising their powers they shall not depart from the terms of the applicable Rules.
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