 

() _ increase the share capital by such amount as it thinks expedient

(ii) consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares. Provided that no consolidation and division
which results in changes in the voting percentage of shareholders shall take
effect unless it is approved by the Tribunal on an application made in the
manner prescribed in the Act;

convert all or any of its fully paid-up shares into stock, and reconvert that
stock into fully paid-up shares of any denomination;

 

(iv) sub-divide its shares, or any of them, into shares of smaller amount than is
fixed by the Memorandum, so, however, that in the sub-division the
proportion between the amount paid and the amount, if any, unpaid on each
reduced share shall be the same as it was in the case of the share from which
the reduced share is derived;

(v)_ cancel any shares which, at the date of the passing of the resolution in that
behalf, have not been taken or agreed to be taken by any person and diminish
the amount of its share capital by the amount of the shares so cancelled.

 

 

 

 

 

 

 

 

 

(® | @ The Company may, by resolution or consent as prescribed by the Act, reduce in | Reduction of
any manner — capital
(i) _ its share capital; and/or
(ii) any capital redemption reserve account; and/or
(iii) any securities premium account; and/or
(iv) any other reserve in the nature of share capital.
(3) __ | Notwithstanding anything contained in these Articles but subject to all applicable | Buy-back of
provisions of the Act [Sections 68 to 70] or any other Applicable Laws for the time | shares
being in force, the Company may purchase its own shares or other specified securities.
DEMATERIALISATION OF SECURITIES

(1) Notwithstanding anything contained in these Articles, the Company shall be entitled | Shares and
to dematerialize its existing Securities, rematerialize its Securities held in the | securities may be
Depositories and/or to issue, offer fresh Securities in a dematerialized form or hold | held in
existing securities and the certificates in respect thereof in dematerialized form | dematerialized
pursuant to the Depositories Act, 1996 and the rules framed thereunder, if any. form.
In such event the rights and obligations of the parties concerned and matters connected
therewith or incidental thereto shall be governed by the provisions of the Depositories
Act, 1996.

(® __| All Securities held by a Depository shall be dematerialized and be held in fungible | Dematerialized
form. securities held in

fungible form
(3) If a Person opts to hold his Securities with a Depository, the Company shall intimate | Option to opt for
such Depository the details of allotment of the Securities and on receipt of the | dematerialization
information, the Depository shall enter in its record the name of the allottee as the | by a person
Beneficial Owner of the Securities.

(4) (a) Notwithstanding anything to the contrary contained in the Act or these Articles, | Rights of
a Depository shall be deemed to be the Registered Owner for the purposes of | Depositories &
effecting transfer of ownership of Securities on behalf of the Beneficial Owner. | Beneficial

Owners

 

(b) Save as otherwise provided in (a) above, the Depository as the Registered Owner
of the Securities shall not have any voting rights or any other rights in respect of
the Securities held by it.

 

 

372

 
