Companies Act, 2013
27.
Variation
in terms of contract or objects in prospectus.
1. A company shall not,
at any time, vary the terms of a contract referred to in the prospectus or
objects for which the prospectus was issued, except subject to the approval of,
or except subject to an authority given by the company in general meeting by way
of special resolution:
Provided
that the details, as may be prescribed, of the notice in respect of such
resolution to shareholders, shall also be published in the newspapers (one in
English and one in vernacular language) in the city where the registered office
of the company is situated indicating clearly the justification for such
variation:
Provided
further that such company shall not use any amount raised by it through
prospectus for buying, trading or otherwise dealing in equity shares of any
other listed company.
2. The dissenting
shareholders being those shareholders who have not agreed to the proposal to
vary the terms of contracts or objects referred to in the prospectus, shall be
given an exit offer by promoters or controlling shareholders at such exit
price, and in such manner and conditions as may be specified by the Securities
and Exchange Board by making regulations in this behalf.