RESOLVED that subject to such consents, approvals and sanctions as may be necessary and
subject to such conditions and modifications as may be required by any of them and accepted by
the Board of Directors (“Board”) of the Company for which purpose the Board is hereby
authorised, the Board be and is hereby authorised pursuant to section 81 (1 A) of the Companies
Act, 1956 (“The Act”) to make a further issue of capital by offering……….further equity shares of
Rs. 10 each in the company from out of the unissued authorised capital of the Company
at a premium of Rs per share as
under:
(1) equity shares to be offered to the persons who will be the holders of the existing
equity shares of the company and whose names will appear on the register of
members of the company on such date as the Board may hereafter fix for the
purpose, in the proportion of one new equity share for every five existing equity
shares held by them; and
(2) equity shares to be offered to the permanent employees (including workers) of the
company on the rolls of the company on such date as the Board may hereafter fix,
and the Indian working directors of the company, on an equitable basis.

RESOLVED FURTHER that the aforesaid issue of new equity shares shall be subject to the
following principal terms and conditions:
1. The said new equity shares shall be offered for subscription for cash, at a premium of Rs
………. per share.
2. The total sum of Rs……….(Rs………. on capital account and Rs……….on premium
account) per share, shall be paid with the acceptance of the offer of such shares.
3. No coupons for fractional rights shall be issued in respect of holdings less than five
existing equity shares or holdings of such shares in excess of multiple of five. Such
coupons for fractions rights to the new shares shall be consolidated and the number of
new equity shares of Rs. 10 each representing such consolidated fractional rights, shall be
sold or caused to be sold by the directors at the best available market price as they may
think fit and the net proceeds of such sale, if any, (after deducting expenses for such sale)
will be distributed pro rata amongst the members of the company who would otherwise
have been entitled to a fraction of such further shares.
4. The said……….new equity shares shall from the date of their allotment, rank pari passu in
all respects with the then existing fully paid equity shares of the company but shall be
entitled to the dividend which will be declared in respect of the financial year in which they
are allotted pro rata, from the date of allotment.
5. “The members holding existing equity shares shall have the right to apply for additional
shares in excess of the equity shares offered to them. The allotment of such additional
shares shall be only out of those equity shares offered but not taken up and shall be at the
full discretion of the directors.
6, The members aforesaid shall have the option to renounce their right to such further equity
shares either in whole or in part, provided that if they so renounce their right, they will not
be entitled to apply for additional shares.
7. The allotment of such further equity shares to persons in whose favour the rights rnay
have been renounced as aforesaid, who are not existing equity shareholders, shall be in
the absolute discretion of the directors.
8, The said offer to the members of the company, shall be made by means of a Notice to
each member specifying inter alia, the number of further equity shares to which such
member is entitled and intimating that the said offer will have to be accepted before expiry
of the date as specified in the Notice.
9. The shares to be offered to the employees as stated above shall be subject to the further
conditions contained in the Employees’ Stock Option Scheme and the Scheme for
granting loans to employees to be formulated by the directors of the company.
10. If the offer is not so accepted by the member on or before the stipulated date, it would be
deemed to have been declined and the shares not taken up together with the shares left
over would be disposed off in such manner as the Directors think most beneficial to the
company.
11. The new equity shares shall be subject to the memorandum and articles of association of
the company,

12. The amount paid on application in respect of further equity shares applied for but not
allotted shall be refunded within the period to be specified in the Notice.
13. No allotment letters will be issued and that the certificates in respect of the new equity
shares shall be delivered within 3 months frorn the date of allotment.
14. The issue and allotment of such further equity shares to members who are nonresidents
will be subject to the approval of Reserve Bank of India under the Foreign Exchange
Management Act, 1999.
15. The application for listing of such further equity shares will be made to the Stock
Exchanges at……….., ……….and ……….in due course.
RESOLVED FURTHER that the board of directors of the company or such of them as may be
authorised by the Board be and is/are hereby authorised, in its/their discretion to accept such
conditions and modifications as.may be required by SEBI or any other authorities while according
their sanction or consent to the proposed issue of the said equity shares including variation, if
any, in the proposed amount of premium per share and to take such consequential action therein
including the authority to revise/adjust the value/quantum of equity shares or any portion thereof
in such manner and on basis, terms and conditions as may be considered necessary or
expedient.
RESOLVED FURTHER that for the purpose of giving effect to the foregoing Resolutions, the
board of directors of the company or such of them as the Board may empower for the purpose, be
and is/are hereby authorised, inter alia, from time to time, to settle and finalise the form of letter of
offer, application form(s) or any other documents containing such terms and conditions as the
Board may decide in respect of the new equity shares, to appoint consultants, advisers,
managers, registrars, bankers and/or brokers to the issue and pay their fees, remuneration,
charges and/or brokerage as may be lawful for the purpose and to give such other directions
and/or instructions as it/they may, from time to time, think fit or proper and to execute all such
documents, papers and writings as may be necessary and to take all such actions and to do all
such acts, deeds, matters or things whatsoever including directions for settling any questions,
doubts or difficulties that may arise in regard to or in relation to the aforesaid offer and/or the
issue and allotment of the said rights shares as the board or the directors of the company
authorised by the board for the purpose or any of them in their/his absolute discretion may
consider necessary, expedient, usual or proper in or about the premises.