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Section 79A- Issue of sweat equity shares (1) Notwithstanding anything contained in section 79, a company may issue

sweat equity shares of a class of shares already issued if the following conditions are fulfilled, namely: (a) (!) The issue of sweat equity shares is authori ed !y a special resolution passed !y the company in the general meeting" The resolution specifies the num!er of shares, current mar#et price, consideration, if any, and the class or classes of directors or employees to whom such equity shares are to !e issued" Not less than one year has, at the date of the issue elapsed since the date on which the company was entitled to commence !usiness" The sweat equity shares of a company whose equity shares are listed on a recogni ed stoc# e$change are issued in accordance with the regulations made !y the %ecurities and &$change 'oard of (ndia in this !ehalf"

(c) (d)

)ro*ided that in the case of a company whose equity shares are not listed on any recogni ed stoc# e$change, the sweat equity shares are issued in accordance with the guidelines as may !e prescri!ed+ &$planation (- ,or the purposes of this su!-section, the e$pression -a companymeans the company incorporated, fanned and registered under this .ct and includes its su!sidiary company incorporated in a country outside (ndia+ &$planation ((- ,or the purposes of this .ct, the e$pression -sweat equity sharesmeans equity shares issued !y the company to employees or directors at a discount or for consideration other than cash for pro*iding #now-how or ma#ing a*aila!le rights in the nature of intellectual property rights or *alue additions, !y whate*er name called+ (/) .ll the limitations, restrictions and, pro*isions relating to equity shares shall !e applica!le to such sweat equity shares issued under su!-section (1)+

Rule 6 of the Unlisted Public Com anies !Issue of Sweat "quity shares# Rules$ %&&' Restriction on issue of sweat equity shares The company shall not issue sweat equity shares for more than 101 of total paid up equity share capital in a year or shares of the *alue of 0 crores of rupees, whiche*er is higher e$cept with the prior appro*al of the 2entral 3o*ernment+ Rule ( of the Unlisted Public Com anies !Issue of Sweat "quity shares# Rules$ %&&'

Pricin) of Sweat "quity SharesThe price of sweat equity shares to !e issued to employees and directors shall !e at a fair price calculated !y an independent *aluer+

/+ Item *o+ 6

,o consider the issue of sweat equity shares

R"S-./"0 ,1A, su!4ect to the appro*al of the shareholders of the 2ompany and pursuant to the pro*isions of section 79. and other pro*isions, if applica!le, of the 2ompanies .ct, 1905 and pursuant to the pro*isions of the 6nlisted 2ompanies ((ssue of %weat &quity %hares) 7ules, /889, 99,09,15/ (Thirty Three :ac ,ifty Three Thousand ;ne <undred %i$ty Two) sweat equity shares of the face *alue of 7s+ 18=- each !e and are issued at 7s+ 18=- each to >r+ ?i4ay %he#har %harma+ R"S-./"0 2UR,1"R ,1A,, )eeyush @umar .ggarwal, Airector of the 2ompany !e and is here!y authori ed to do all such acts, deeds and things as may !e required or considered necessary or incidental thereto+B ,ransfer of shares C"R,I2I"0 "3,RAC, -2 ,1" R"S-.U,I-*S PASS"0 45 ,1" 4-AR0 -2 0IR"C,-RS -2 A"S I*0IA 1-.0I*6S PRI/A," .I7I,"0 I* ,1"IR 7"",I*6 1".0 -*---------- !P."AS" I*S"R, ,1" 0A,"# A, -------!7AURI,IUS# R"S-./"0 ,1A, the 2ompany desires to !ecome a mem!er (shareholder) of .&% 2hhattisgarh &nergy )ri*ate :imited, a company incorporated in (ndia under the ((ndian) 2ompanies .ct, 1905 ha*ing its registered office at 2-//7, )arya*aran 2omple$, New Aelhi-118 898 ((ndia)+ 2UR,1"R R"S-./"0 ,1A, >r+ ------------------$ Airector (the .uthori ed )erson) !e and is here!y authori ed to e$ecute any and all documents and to do any and all such things as the .uthori ed )erson deems necessary and appropriate in furtherance of the 2ompanyCs o!4ecti*e to !ecome a mem!er (shareholder) of .&% 2hhattisgarh &nergy )ri*ate :imited and to e$ecute share transfer documents, deeds of understanding, underta#ings, contracts, agreements, and other instruments on !ehalf of .&% (ndia <oldings )ri*ate :imited+ 2ertified to !e a true copy ,or .&% (ndia <oldings )ri*ate :imited

%+ R"S-./"0 ,1A, the 2ompany desires to !ecome a mem!er (shareholder) of @ell*e ((ndia) )ri*ate :imited, a company incorporated in (ndia under the 2ompanies .ct, 1905 ha*ing its registered office at 2-DD-D9, )arya*aran 2omple$, New Aelhi-118 878+ 2UR,1"R R"S-./"0 ,1A, Aaniel >artinwall (.uthori ed ;fficer) !e and is here!y authori ed to e$ecute any and all documents and to do any and all things as such .uthori ed ;fficer deems necessary and appropriate in furtherance of the 2ompanyCs o!4ecti*e to !ecome a mem!er (shareholder) of @ell*e ((ndia) )ri*ate limited" 2UR,1"R R"S-./"0 ,1A, .uthori ed ;fficer !e and is here!y authori ed to e$ecute any and all documents and to do all things such .uthori ed ;fficer deems necessary and appropriate in his discretion to esta!lish, commence and operate the !usiness of @ell*e ((ndia) )ri*ate :imited, including !ut not limited to e$ecuting share transfer documents, deeds of understanding, underta#ings, contracts, agreements, and other instruments on !ehalf of and in the name of @ell*e ((ndia) )ri*ate :imited, and *oting, on !ehalf of and in the name of @ell*e ((ndia) )ri*ate :imited+B