15.b

15.c

15.d.

Act and not exceeding thirty days from the date of the offer within which the offer if not
accepted, will be deemed to have been declined;

b. the offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to them in favour of any other person and the notice referred to in
sub clause (a) hereof shall contain a statement of this right;

c. After 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 off them in such manner which is not disadvantageous to the
Shareholders and the Company.

ii. to employees under a 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 Law; or

iii. to any persons (whether or not those persons include the persons referred to in clause (i) of
sub-clause (a) hereof) 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 if required under and
subject to the Act;

The notice referred to in sub-clause x. of clause (i) of sub-article (a) shall be dispatched through
registered post or speed post or through electronic mode to all the existing Shareholders at least three
days before the opening of the issue.

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

PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term
providing for such option and such term has been approved by a Special Resolution passed by the
Company in a General Meeting before the issue of such debentures or loans.

The provisions contained in this Article shall be subject to the provisions of Section 42 and Section 62
of the Companies Act, 2013, the Rules and other applicable provisions of the Act.

Directors may allot shares as full paid- up

18.

Subject to the provisions of the Act and these Articles, the Directors may allot and issue shares in the
Capital of the Company as payment or part payment for any property (including goodwill of any
business) sold or transferred, goods or machinery supplied or for services rendered to the Company
either in or about the formation or promotion of the Company or the conduct of its business and any
shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than in
cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares as aforesaid.

Registration of Shares

21, Shares may be registered in the name of any limited company or other corporate body but not in the
name of a firm, an insolvent person or a person of unsound mind.
CERTIFICATES

Share Certificates

22.a.

Every Member shall be entitled, without payment, to one or more certificates in marketable lots, for all
the shares of each class or denomination registered in his name, or if the Directors so approve (upon
paying such fee as the Directors may determine in accordance with the relevant laws) to several
certificates, each for one or more of such shares and the Company shall complete and have ready for
delivery such certificates within two months from the date of allotment, unless the conditions of issue
thereof otherwise provide, or within one month of the receipt of application for registration of transfer,

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