Reorganisation of share capital. The Company has not at any time, other than the issue of shares to the Vendor as appropriate:
(i) repaid, redeemed or purchased or agreed to repay, redeem or purchase any of its shares, or otherwise reduced or agreed to reduce its issued share capital or any class of it; or
(ii) capitalised or agreed to capitalise in the form of shares, debentures or other securities or in paying up any amounts unpaid on any shares, debentures or other securities, any profits or reserves of any class or description or passed or agreed to pass any resolution to do so.
Reorganisation of share capital. At any time since the signing of this Agreement up to Completion:
(A) the Company has not repaid, redeemed or purchased or agreed to pay, redeem or purchase any of its shares, or otherwise reduced or agreed to reduce its issued share capital or any class of it;
(B) the Company has not capitalised or agreed to capitalise in the form of shares, debentures or other securities or in paying up any amounts unpaid or any shares, debentures or other securities, any profits or reserves of any class or description or passed or agreed to pass any resolution to do so; and
(C) other than the transactions contemplated in this Agreement, there is no agreement or arrangement in force which calls for the present or future issue or sale of, or grant to any person the right (whether conditional or otherwise) to call for the issue, sale or transfer of any of the Company’s share or loan capital (including any of its option, notes, warrants or other securities or rights convertible or ultimately convertible into shares or equity interests).
Reorganisation of share capital. In consideration of the transfer and vesting of the Demerged Undertakings in each of the Resulting Companies in accordance with the provisions of Part II of this Scheme and as an integral part of this Scheme, the share capital of the Resulting Companies shall be increased in the manner set out in Clauses 12 to 15 below.
Reorganisation of share capital. 5.1 Upon this Scheme becoming effective, as an integral part of the Scheme, but prior to issuance and allotment of shares of the Transferee Company under Clause 7, the authorised share capital of the Transferee Company shall be reclassified/reorganised by reducing the face value of equity shares to INR. 2 (Indian Rupees Two, only) divided into 60,00,00,000 equity shares of INR. 2 (Indian Rupees Two, only) each aggregating to INR. 120,00,00,000 (Rupees One Hundred Twenty Crores), without any further act or deed.
5.2 The above reorganization of capital would be carried out by reducing appropriately the face value of each equity share of INR. 10/- each and reorganising the same into 60,00,00,000 equity shares of INR. 2 (Indian Rupees Two only) each aggregating to INR. 120,00,00,000 (Rupees One Hundred Twenty Crores), without any further act or deed.
5.3 It is hereby clarified that for the purposes of effecting the aforementioned amendments, the consent of the shareholders of the Transferee Company to this Scheme shall be deemed to be sufficient and that no further resolution under Section 13, Section 61 or any other applicable provisions of the Act, would be required to be separately passed.
5.4 Upon this Scheme becoming effective, the Transferee Company shall, as required under any Applicable Law or otherwise, undertake appropriate filings with the regulatory authorities or any other action or deed, in order to give formal effect to the above provisions.
