(ii) Notwithstanding anything contained in Article 8(a), further shares may be offered to employees under a scheme of
employees’ stock option, subject to special resolution passed by the Company and subject to such conditions as may be
prescribed under the Act and other applicable laws; or;

(iii) Notwithstanding anything contained in Article 8(a)(i), further shares may be offered to any persons, if it is authorised
by the Special Resolution, whether or not those persons include the persons referred to in Article 8(a)(i) hereof, in any
manner whatsoever, subject to the provisions of the Act.

Any persons, whether or not those persons include the persons referred to in (a) or (b) or (c) 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 submitted to the Company along with justification of the valuation, subject to compliance with the applicable
provisions of Chapter III and any other conditions as may be prescribed of the Act, if a special resolution to this effect
is passed by the Company in a General Meeting.

(iv) The provision of Article 8 shall mutatis mutandis apply to debentures of the Company.

Nothing in Article 8 above 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 loan raised by the Company to convert such debentures or
loans into Shares in the Company or to subscribe for Shares in the Company; provided that the terms of issue of such
debentures or loan containing such an option have been approved before the issue of such debentures or the raising of
loan by a special resolution passed by the Company in a General Meeting.”

Article 9 provides that, “Subject to the provisions of the Act, 1949 Act and these Articles, the shares in the capital of the Company
for the time being (including any shares forming a part of any increased capital of the Company) shall be under the control of
the Board of Directors who may issue, allot or otherwise dispose of the same or any of them to such Persons, in such proportion
and on such terms and conditions and either at a premium or at par or subject to compliance with the provisions of Section 53 of
the Act, at a discount as they may from time to time think fit and proper, issue and allot Shares in the capital of the Company in
payment or part payment for any property sold or transferred, goods or machinery supplied or for services rendered to the
Company in or about the conduct of its business or for consideration other than cash and the Shares which may be so allotted
may be issued as fully paid up or partly paid up Shares, as the case maybe. Provided that option or right to call of Shares shall
not be given to any person or persons without the sanction of the Company in a General Meeting.”

Article 10 provides that, “Subject to the provisions of the 1949 Act and Section 55 of the Act, with the sanction of a special
resolution, the Company may issue preference shares which are liable to be redeemed on such terms and in such manner as the
Company may, by special resolution, determine.”

Article 11 provides that, “Subject to the provisions of these Articles and the Applicable Law, the Company may issue share
warrants on such terms and conditions as may be specified in the special resolution authorizing such issue.”

Article 12 provides that:

@ “Subject to the provisions of Section 43 of the Act and Section 12 of the 1949 Act and the RBI Guidelines, the new
shares shall be issued upon such terms and conditions and with such rights and privileges as the Company in a General
Meeting shall prescribe, and in particular, such shares may be issued, subject to the 1949 Act and Circulars and/or
Guidelines that may be issued by the RBI from time to time, with a special or qualified right to dividend and in the
distribution of assets of the Company.

(ii) Any issue/ acquisition of shares which results in a Person holding (by himself or acting in concert with any other person)
5% (five per cent) or more of the paid-up Equity Share capital or voting rights of the Company shall be made only with
prior approval of RBI.”

Article 13 provides that, “Except in so far as otherwise provided by the conditions of issue or by the Articles, any capital raised
by the creation of new shares, equity or preference, shall be considered as part of the existing share capital, shall rank pari passu
with the shares of that class, and shall be subject to the provisions herein contained with reference to the payment of calls and
instalments, forfeiture, lien, surrender, transfer and transmission, voting and otherwise.”

Article 16 provides that, “The Company may, when and if thought fit, subject to such limits, upon such terms and conditions,
and subject to the provisions of Sections 68 to 70 of the Act, provisions of 1949 Act and any other Applicable Law for the time
being in force, and such approvals as may be required, purchase its own shares or other specified Securities.”

Shares of the Company

Article 17 provides that, “Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize

its existing shares, debentures and other Securities, offer its fresh shares, debentures and other Securities, in a dematerialized

form pursuant to the provisions of the Depositories Act and the rules framed thereunder or under any other Applicable Law.”
395
