SECTION 79 ISSUE OF SHARES AT A DISCOUNT

1. Subject - Issue of Shares at a discount.

2. Passing Authority - General Meeting.

3. Nature of Resolution - Ordinary Resolution.

4. Specimen Resolution:

"That subject to the approval of the Company Law Board, the Board of Directors be and is hereby authorised to issue 1,50,000 ordinakry shares of Rs.10/- each in the Capital of the company at a discount not exceeding Rs.,3/- per share i.e. 30 per cent".

5. Guidelines:

1) Approval of the Company Law Board is necessary for issue of shares at discount.

2) The shares to be issued must be of a class already issued.

3) The issue of shares may be made only after one year since the date on which the company was entitled to commence business.

4) The resolution must specify the maximum rate of discount.

5) Reissue of forfeited shares at a discount (as fully paid) attracts the section.

6. Filing:

Not applicable (but discount to be disclosed in prospectus).