Section 27 of 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.

Complete: companies-act-2013