GAMMON INDIA LIMITED

. by crediting shares of the Company which may have been issued to and are not fully paid up, with the whole
or any part of the sum remaining unpaid thereon.
Provided that any amounts standing to the credit of the share premium account or the capital redemption reserve
account shall be applied only in crediting the payment of capital on shares of the Company or be issued to members
as fully paid bonus shares.
Such issue and distribution and such payment to credit of unpaid share capital shall be made to, among and in favour
of the members or any class of them or any of them entitled thereto and in accordance with their respective rights
and interests and in proportion to the amount of capital paid up on the shares held by them respectively in respect of
which such distribution shall be made.
The Directors shall give effect to any such resolution and apply such portion of the profits, general reserve or
reserve fund or any other fund or account as aforesaid as may be required for the purpose of making payment in full
for the shares of the Company as distributed for the purpose of paying, in whole or in part, the amount remaining
unpaid on the shares which may have been issued and are not fully paid up; provided that no such distribution or
payment shall be made unless recommended by the Directors and, if so recommended, such distribution and
payment shall be accepted by such members as aforesaid in full satisfaction of their interest in the said capitalized
sum.
For the purpose of giving effect to any such resolution the Directors may settle any difficulty which may arise in
regard to the distribution or payment as aforesaid as they think expedient and in particular they may issue fractional
certificates and may vest any such cash or shares, in trustees upon such trusts for the persons entitled thereto
as may seem expedient to the Directors and generally may make such arrangement for the acceptance, allotment and
sale of such shares, and fractional certificates or otherwise as they may think fit.
Alteration of share capital
The Company may from time to time in General Meeting alter the conditions of its Memorandum by increase of its
share capital by the creation of new shares of such amount as it thinks expedient.
Subject to the provisions of the Act, the new shares shall be issued upon such terms and conditions and with such
rights and privileges annexed thereto as by the general meeting creating the same shall be directed and if no
direction be given, as the Directors shall determine, and in particular, such shares may be issued with a preferential
or qualified right to dividends and in the distribution of assets of the Company. Provided always that any preference
shares may be issued on the terms that they are or at the option of the Company are to be liable to be redeemed.
The Company may in General Meeting alter the conditions of its Memorandum as follows:
(a) Consolidate and divide all or any its share capital into shares of larger amounts than its existing shares;
(b) Sub-divide its shares or any of them into shares of smaller amounts than originally fixed by the
Memorandum subject nevertheless to the provisions of the Act and of the Articles; and/or
(c) Cancel shares which at the date of such General Meeting have not been taken or agreed to be taken by any
person and diminish the amounts of its share capital by the amount of the shares so cancelled.
The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not,
unless otherwise expressly provided by the terms of the issue of the shares of that class, be deemed to be varied by
the creation or issue of further shares ranking pari passu therewith, but in no respect in priority thereto.
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