8(2)

8(3)

The Company may also issue shares to employees including its Directors, under Employee Stock
Option Scheme (ESOP) or any other scheme, if authorised by a Special Resolution of the Company in
a General Meeting subject to the provisions of the Act and the rules and applicable guidelines made
thereunder, by whatever name called.

The rights, limitations, restrictions and provisions as are for the time being applicable to Equity Shares
shall be applicable to the sweat equity shares issued under Section 54 of the Companies Act, 2013 and
the holders of such shares shall rank pari passu with other equity shareholders.

Buy-back of Shares

9.a.

9.b.

Subject to Section 68 and other applicable provisions of the Companies Act, 2013 the Company may
purchase its own shares or other specified securities out of its free reserves or out of its securities
premium account or out of the proceeds of an earlier issue other than fresh issue of shares or other
specified securities made specifically for buy-back purposes by passing a Special Resolution in the
General Meeting of the Company.

Notwithstanding anything contained in these Articles, the Board of Directors may, when and if thought
fit, buy-back such of the Company’s own shares or securities, subject to such limits, upon such terms
and conditions and subject to such approvals, as may be permitted under Section 68 of the Companies
Act, 2013 and the applicable guidelines and regulations that may be issued in this regard.

Provided that nothing in this clause shall be taken to prohibit:

@ the provision by the Company, in accordance with any scheme for the time being in force, of
money for the purchase of, or subscription for fully paid shares in the Company or its holding
company, being a purchase or subscription by trustees of or for shares to be held by or for the
benefit of employees of the Company, including any Director holding a salaried office or
employment in the Company; or

(ii) the making by the Company of loans, within the limit laid down in sub- section (3) clause (c)
of Section 67 of the Companies Act, 2013 to persons (other than Directors or Managers)
bonafide in the employment of the Company, with a view to enabling those persons to
purchase or subscribe for fully paid shares in the Company or its holding Company to be held
by themselves by way of beneficial ownership.

No loan made to any person in pursuance of clause (b) of the foregoing proviso shall exceed in amount,
his salary or wages at that time for a period of six months.

Reduction of Capital

10.

11.

The Company may from time to time by Special Resolution, subject to the provisions of Section 66 of
the Companies Act, 2013 and other applicable provisions of the Act, reduce its share capital and any
Capital Redemption Reserve Account or securities premium account in any manner for the time being
authorised by law and in particular without prejudice to the generality of the foregoing power may by:

a. extinguishing or reducing the liability on any of its shares in respect of Share Capital not paid-
up;

b. either with or without extinguishing or reducing liability on any of its shares, (i) cancel paid-
up share capital which is lost or is unrepresented by available assets; or (ii) pay off any paid-
up share capital which is in excess of the wants of the Company; and may, if and so far as is
necessary, alter its Memorandum, by reducing the amount of its share capital and of its shares
accordingly.

Any bonds, Debentures and debenture-stock or other Securities may subject to Law be issued at a
discount, premium or otherwise by the Company and shall with the consent of the Board be issued
upon such terms and conditions and in such manner and for such consideration as the Board shall
consider to be for the benefit of the Company, and on condition that they or any part of them may be

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