Q)

@)

(4)

Provided that the notice shall be dispatched through registered post or speed post or through electronic mode
or courier or any other mode having proof of delivery to all the existing shareholders at least three days before
the opening of the issue;

(iii) 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 sub-
clause (ii) shall contain a statement of this right;

(iv) After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from the person
to whom such notice is given that the person declines to accept the shares offered, the Board of Directors
may dispose of them in such manner which is not disadvantageous to the Members and the Company;

(A) to employees under any scheme of employees’ stock option subject to Special Resolution passed by
the Company and subject to the rules and such other conditions, as may be prescribed under
applicable law; or

(B) to any person(s), if it is authorised by a Special Resolution, whether or not those persons include the
persons referred to in clause (A) or clause (B) above 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 compliance with the applicable conditions of Chapter III of the Act and any other conditions as
may be prescribed under the Act and the rules made thereunder;

Nothing in sub-clause (iii) of Clause (1)(A) shall be deemed:

(ji) To extend the time within which the offer should be accepted; or

(ii) To authorise any person to exercise the right of renunciation for a second time on the ground that the person
in whose favour the renunciation was first made has declined to take the shares compromised in the
renunciation.

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 debentures or loans
into shares in the Company or to subscribe for shares of the Company:

Provided that the terms of issue of such debentures or loans containing such an option have been approved before the
issue of such debentures or the raising of such loans by a Special Resolution passed by the Company in a General
Meeting.

Notwithstanding anything contained in Article 11(3) hereof, where any debentures have been issued, or loan has been
obtained from any government by the Company, and if 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 National Company Law Tribunal which shall after
hearing the Company and the Government pass such order as it deems fit.

A further issue of shares may be made in any manner whatsoever as the Board may determine including by way of
preferential offer or private placement, subject to and in accordance with the Act and the rules made thereunder.

Company’s Lien on Shares/ Debentures

The Company shall subject to applicable law have a first and paramount lien on every share / debenture (not being a fully paid
share / debenture) registered in the name of each Member (whether solely or jointly with others) and upon the proceeds of sale
thereof for all moneys (whether presently payable or not) called, or payable at a fixed time, in respect of that share / debenture
and no equitable interest in any share shall be created upon the footing and condition that this Article will have full effect.
Unless otherwise agreed, the registration of transfer of shares / debentures shall operate as a waiver of the Company’s lien, if
any, on such shares / debentures.

Provided that the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Article.

The fully paid up shares shall be free from all lien and in the case of partly paid up shares the Company’s lien shall be restricted
to moneys called or payable at a fixed time in respect of such shares.

356
