law: Companies Act, 2013 
  62.
  
    Further
  
  issue of share capital.
  1.      Where at any time, a
  
  company having a share capital proposes to increase its subscribed capital by
  
  the issue of further shares, such shares shall be offered—
  a.     
  
    to
  
  persons who, at the date of the offer, are holders of equity shares of the
  
  company in proportion, as nearly as circumstances admit, to the paid-up share
  
  capital on those shares by sending a letter of offer subject to the following
  
  conditions, namely:—
                       
  
   i.        
  
    the
  
  offer shall be made by notice specifying the number of shares offered and
  
  limiting a time not being less than fifteen days and not exceeding thirty days
  
  from the date of the offer within which the offer, if not accepted, shall be
  
  deemed to have been declined;
                      
  
   ii.        
  
    unless
  
  the articles of the company otherwise provide, the offer aforesaid 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; and the
  
  notice referred to in clause (i ) shall contain a statement of this right;
  
  
                     
  
   iii.        
  
    after
  
  the expiry of the time specified in the notice aforesaid, or on receipt of
  
  earlier intimation from the person to whom such notice is given that he
  
  declines to accept the shares offered, the Board of Directors may dispose of
  
  them in such manner which is not dis-advantageous to the shareholders and the
  
  company;
  a.    
  
  
  b.    
  
    to
  
  employees under a scheme of employees’ stock option, subject to special
  
  resolution passed by company and subject to such conditions as may be
  
  prescribed; or
  c.     
  
    to
  
  any persons, if it is authorised by a special resolution, whether or not those
  
  persons include the persons referred to in clause (a ) or clause (b ),
  
  either for cash or for a consideration other than cash, if the price of such
  
  shares is determined by the valuation report of a registered valuer subject to
  
  such conditions as may be prescribed.
  1.     
  2.      The notice referred
  
  to in sub-clause (i ) of clause (a ) of sub-section (1 )
  
  shall be despatched through registered post or speed post or through electronic
  
  mode to all the existing shareholders at least three days before the opening of
  
  the issue.
  3.      Nothing in this
  
  section shall apply to the increase of the subscribed capital of a company
  
  caused by the exercise of an option as a term attached to the debentures issued
  
  or loan raised by the company to convert such debentures or loans into shares
  
  in the company:
  Provided
  
  that the terms of issue of such debentures or loan containing such an option
  
  have been approved before the issue of such debentures or the raising of loan
  
  by a special resolution passed by the company in general meeting.
  1.     
  2.     
  3.     
  4.      Notwithstanding
  
  anything contained in sub-section (3 ), where any debentures have been
  
  issued, or loan has been obtained from any Government by a company, and i f
  
  that Government considers it necessary in the public interest so to do, it may,
  
  by order, direct that such debentures or loans or any part thereof shall be
  
  converted into shares in the company on such terms and conditions as appear to
  
  the Government to be reasonable in the circumstances of the case even if terms
  
  of the issue of such debentures or the raising of such loans do not include a
  
  term for providing for an option for such conversion:
  Provided
  
  that where the terms and conditions of such conversion are not acceptable to
  
  the company, it may, within sixty days from the date of communication of such
  
  order, appeal to the Tribunal which shall after hearing the company and the
  
  Government pass such order as it deems fit.
  1.     
  2.     
  3.     
  4.     
  5.      In determining the
  
  terms and conditions of conversion under sub-section (4 ), the Government
  
  shall have due regard to the financial position of the company, the terms of
  
  issue of debentures or loans, as the case may be, the rate of interest payable
  
  on such debentures or loans and such other matters as it may consider
  
  necessary.
  6.      Where the Government
  
  has, by an order made under sub-section (4 ), directed that any debenture
  
  or loan or any part thereof shall be converted into shares in a company and
  
  where no appeal has been preferred to the Tribunal under sub-section (4 )
  
  or where such appeal has been dismissed, the memorandum of such company shall,
  
  where such order has the effect of increasing the authorised share capital of
  
  the company, stand altered and the authorised share capital of such company
  
  shall stand increased by an amount equal to the amount of the value of shares
  
  which such debentures or loans or part thereof has been converted into.