Nazara Technology is conducting an extra-ordinary general meeting of the members on tuesday, the 19th day of january 2021 at 11.00 a.m at the registered office of the company situated at 51-57, maker chambers 3, nariman point, mumbai – 400021 to transact the following business as special business:
Adoption Of New Set Of Articles Of Association Of The Company:
1. In order to undertake the proposed initial public offering (IPO), the Company is required to ensure that the Articles of Association of the Company conform to the requirements as required by a Public Limited Company under applicable laws (including the Companies Act, 2013) and directions of relevant stock exchanges prior to filing of the draft red herring prospectus with the Securities and Exchange Board of India (“SEBI”) and the relevant stock exchanges where Company proposes to list its Equity Shares.
2. Presently Articles of Association (“AoA”) of Company is divided into two parts, Part A and Part B. Part B of Articles of Association includes certain rights provided to Westbridge Ventures II Investment Holdings, Promoters of the Company and Emerging Investment Limited pursuant to the Shareholders’ Agreement dated September 17, 2005 and the subsequent amendment agreements thereof (“SHA 2005”). Further, it may be noted that the Company has entered into Termination Agreement dated 25th December 2020 with Westbridge Ventures II Investment Holdings, Promoters of the Company and Emerging Investment Limited for recording the termination of the rights provided to them pursuant to the aforesaid SHA 2005. Consequent to the termination of rights as provided in SHA 2005, the Company will be required to delete the Part-B of the existing Articles of Association.
3. The Board in its meeting held on 18th December 2020 approved the aforesaid proposal for adoption of new set of
Articles of Association subject to the approval of shareholders in the EGM.
Once the above changes be made in AOA of the company, they will be all set to launch the DRHP. The EGM will be held on 19.01.2021 and once that is approved, the same will be intimated to MCA for changes and subsequent filing of DRHP for IPO.