 

(i) Equity Share capital with voting rights and / or

(ii) Equity Share capital with differential rights as to dividend, voting or
otherwise in accordance with the Rules; and

(iii) Preference share capital

 

(3)

The Authorized share capital of the Company shall be such amount and of such
description as is stated for the time being in Clause V of the Memorandum of
Association.

Authorised Share
Capital as stated
in Memorandum

 

>)

The Company shall have the power to issue any shares of the original capital or any
new capital, increase, reclassify, subdivide [by apportioning the right to participate in
profits, in any manner as between the shares resulting from sub-division], consolidate
the capital into several classes from time to time and to attach thereto, respectively,
such preferential, deferred, qualified or special rights, privileges or conditions with
voting rights or with differential rights as to dividend, voting or otherwise in
accordance with the provisions of the Act.

Rights associated
with Authorised
Share Capital

 

(5)

Subject to section 55 and other provisions of the Act, the Company shall have the
power to issue or re-issue preference shares of one or more classes which are liable to
be redeemed, or converted to equity shares, on such terms and conditions and in such
manner as determined by the Board in accordance with the Act.

The redemption of preference shares shall be made only out of profits of the company
which would otherwise be available for distribution for dividend and premium, if any,
payable on redemption shall be provided for out of the profits of the Company or out
of the Company's share premium account before the shares are redeemed.

Power to issue
redeemable
preference shares

 

(6)

Where at any time, the Company proposes to increase its subscribed capital by issue
of further shares, either out of the unissued capital or the increased share capital, such
shares shall be offered:

(a) to persons who, at the date of offer, are holders of Equity Shares of the Company,
in proportion as near as circumstances admit, to the share capital paid up on those
shares by sending a letter of offer on the following conditions: -

(i) the aforesaid offer shall be made by a notice specifying the number of shares
offered and limiting a time prescribed under the Act from the date of the
offer within which the offer, if not accepted, will be deemed to have been
declined

(ii) the aforementioned 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 and the notice mentioned in sub-Article (i),
above shall contain a statement of this right; and

(iii) after the expiry of the time specified in the aforesaid notice 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 disadvantageous to the shareholders and
the Company; or

(b) to employees under any scheme of employees’ stock option, subject to a special
resolution passed by the Company and subject to the conditions as specified
under the Act and Rules thereunder-r; or

(c)_ to any persons, if it is authorized by a special resolution passed by the Company
in a General Meeting, whether or not those persons include the persons referred
to in clause (a) or clause (b) above, either for cash or for consideration other than
cash, subject to applicable provisions of the Act and Rules thereunder.

Further issue of
Share Capital

 

 

 

”

 

Nothing in this Article shall apply to the increase of the subscribed capital of the
Company caused by the exercise of an option as a term attached to the debentures
issued or loans raised by the Company to convert such debenture or loans into shares

 

Increase of
Subscribed capital
in case of exercise

 

370

 
