2.1

The authorized equity share capital of COMPANY is 460,00,00,000 (Rupees Four Hundred and Sixth crores only) comprising of 46,00,00,000 (Forty six crores) equity shares of Rs 10/- each. The issued, subscribed and paid up equity share capital of COMPANY presently is 460,00,00,000 (Rupees Four Hundred and Sixty crores only). The persons/shareholders who hold the issued equity shares are those listed in the Memorandum of Associated as Subscribes and the Holding Company and no others.

2.2

Subject to other provisions of this Shareholder Agreement, BSES shall be entitled to subscribe and hold at all times, a minimum of fifty one per cent (51%) of the issued, subscribed and paid up equity share capital of the COMPANY including in any instruments convertible into equity shares.

2.3

Subject to other provisions of this Shareholder Agreement, Holding Company shall be entitled to subscribe and hold upto a maximum of forty nine percent (49%) of the issued, subscribed and paid up equity share capital of COMPANY including in any instrument convertible into Holding Company may be reduced in the event the Holding Company does not subscribe to any issue of shares.

2.4

The amount of issued and paid up capital of COMPANY may be varied from time to time as may be determined by the Board of Directors or the Shareholders of COMPANY, in accordance with the provisions of the existing shareholders in proportion to their respective holding in COMPANY.