 

in the Company, or to subscribe to the shares in the Company, provided the terms of
issue of such debentures or loan containing such an option have been approved before
the issue of such debenture or the raising of loan by a resolution passed by the
Company in general meeting as prescribed by the Act.

of option as a term
attached to
debentures

 

(8)

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.

Mode of further
issue of shares

 

(9)

The Board may issue, allot or otherwise dispose shares in the capital of the Company
as per the provisions of Section 62 of the Act, on payment or part payment for any
property or assets of any kind whatsoever sold or transferred, goods or machinery
supplied or for services rendered to the Company in the conduct of its business and
any shares which may be so allotted may be issued as fully paid-up or partly paid-up
and may be for a consideration otherwise than for cash, and if so issued, shall be
deemed to be fully paid-up or partly paid-up shares, as the case may be, provided that
the option or right to call of shares shall not be given to any person or persons without
the sanction of the Company in the general meeting.

The Board may also allot shares to the employees or directors of the Company as sweat
equity as per Section 54 of the Act or in the form of Share Based Employee Benefits
as per the provisions of Applicable laws.

Board may allot
shares for
consideration
otherwise than for
cash

 

(0)

The rights conferred upon the holders of the shares of any class issued with preferred
or other rights shall not, unless otherwise expressly provided by the terms of issue of
the shares of that class, be deemed to be varied by the creation or issue of further shares
ranking pari passu therewith.

Issue of further
shares not to
affect rights of
existing members

 

i)

If at any time the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the shares of
that class) may, subject to the provisions of Section 48 of the Act, and whether or not
the Company is being wound up, be varied with the consent in writing, of such number
of the holders of the issued shares of that class, or with the sanction of a resolution
passed at a separate meeting of the holders of the shares of that class, as prescribed by
the Act.

Variation of
Members’ Rights

 

1)

Subject to the applicable provisions of Section 71 of the Act, and rules thereunder, and
other Applicable Laws, any debentures, debenture-stock or other securities may be
issued on such terms as the Board may think fit, whether secured or otherwise,
including debt securities convertible into shares and such terms and conditions may
provide for redemption, surrender, drawing, allotment of shares and attending (but not
voting), transfer, transmission, appointment of nominee directors, etc at a general
meeting.

Terms of issue of
debentures

 

(13)

Debentures with the right to conversion into or allotment of shares shall be issued only
with the consent of the Company in a general meeting by resolution to be passed as
prescribed under the Act and compliance of provisions of other applicable laws.

Option to convert
Debt to Share
capital

 

(14)

The company may exercise the powers of paying commissions conferred by sub-
section (6) of Section 40, provided that the rate per cent. or the amount of the
commission paid or agreed to be paid shall be disclosed in the manner required by that
section and rules made thereunder.

Payment of
Commissions to
any person in
connection with
the subscription to
its securities

 

(15)

The rate or amount of the commission shall not exceed the rate or amount prescribed
in the rules made under sub-section (6) of Section 40.

Rate of
commission in
accordance with
Rules

 

(6)

The commission may be satisfied by the payment of cash or the allotment of fully or
partly paid shares or partly in the one way and partly in the other.

Mode of payment
of commission

 

ALTERATION OF SHARE CAPITAL

 

 

 

@

 

(a) Subject to the provisions of Section 61 of the Act, the Company may, by
resolution prescribed in the Act —

 

Power to alter
share capital

 

371

 
