ALLOTMENT OF SHARES PURSUANT TO A CONTRACT

SPECIMEN 1

"RESOLVED THAT 1,25,000 equity shares of Rs. 10 each be allotted as fully paid-up to X

Ltd., as consideration towards the purchase price of the undertaking called "Calcutta

Sweets" in full and final settlement as per the Agreement dated ..........., between X Ltd.

and the company.

"RESOLVED FURTHER THAT share certificates in respect of the shares allotted as

aforesaid be issued to the X Ltd., under the common seal of the company and under the

signatures of any two directors of the company and counter signature of the secretary of

the company.

RESOLVED FURTHER THATthe necessary Return of Allotments be filed with the Registrar

of Companies."

A. Conversion of loans into shares

SPECIMEN 1

"RESOLVED THAT 1,00,000 equity shares of Rs. 10 each bearing distinctive Nos. 100001

to 200000 (both inclusive) in the company's share capital be and are hereby allotted to X

Ltd. at par credited as fully paid-up by conversion of and in full and final settlement of

existing unsecured loans taken by the company from X Ltd., to the extent of Rs. 10 lakhs,

into equity shares.

Resolved that 49,400,000 ordinary shares of HK$1,000 each in the company’s authorized

capital be and are hereby allotted to existing shareholders at par as fully paid-up by

conversation of accumulated surplus into capital

RESOLVED FURTHER THATshare certificates in respect of the shares allotted as

aforesaid be issued to the X Ltd., under the common seal of the company and under the

signatures of any two directors and counter signature of the secretary of the company.

RESOLVED FURTHER THATthe necessary Return of Allotments be filed with the Registrar

of Companies."

B. Special resolution for issue of equity shares consequent upon conversion of

loan into equity

SPECIMEN 2
"RESOLVED THAT:

(a) Pursuant to section 81(1A) and other applicable provisions of the Companies

Act, 1956 consent of the Company be and is hereby accorded to the issue and allotment of

..... equity shares of Rs. 10 each to ........, at a premium of Rs..... per share credited as

fully paid up, in lieu of and against conversion of part of the rupee loan to the extent of

Rs.... lakhs taken by the Company from ......;

(b) The new equity shares to be so allotted shall be subject to the Memorandum

and Articles of Association of the Company;

(c) The new equity shares shall rank pari passu in all respects with the existing

equity shares of the Company except that, they shall only rank for dividend in the year of

allotment pro rata from the date of such allotment upto the end of the Company's financial

year next following;

(d) No Letter of Allotment shall be issued to ........, and the share certificates in

respect of the new equity shares to be allotted as aforesaid shall be completed and

delivered within three months from the date of allotment;

(e) For the purpose of giving effect to this Resolution, the Board of Directors of the

Company be and is hereby authorised to do and perform all such acts, deeds, matters and

things as they may in their absolute discretion deem necessary, desirable or appropriate to

settle any question, difficulty or doubt that may arise in regard to the new equity shares as

they may think fit."