Section 424D(2) in The Companies (Second Amendment) Act, 2002
(2)The scheme referred to in sub- section (1) may provide for any one or more of the following, namely:-(a) the constitution, name and registered office, the capital, assets, powers, rights, interests, authorities and privileges, duties and obligations of the sick industrial company or, as the case may be, of the transferee company;(b)the transfer to the transferee company of the business, properties, assets and liabilities of the sick industrial company on such terms and conditions as may be specified in the scheme;(c)any change in the Board of directors, or the appointment of a new Board of directors, of the sick industrial company and the authority by whom, the manner in which and the other terms and conditions on which, such change or appointment shall be made nd in the case of appointment of a new Board of directors or of any director, the period for which such appointment shall be made;(d)the alteration of the memorandum or articles of association of the sick industrial company or, as the case may be, of the transferee company for the purpose of altering the capital structure thereof, or for such other purposes as may be necessary to ive effect to the reconstruction or amalgamation;(e)the continuation by or against the sick industrial company or, as the case may be, the transferee company of any action or other legal proceeding pending against the sick industrial company immediately before the date of the order made under sub- sect on (3) of section 424C;(f)the reduction of the interest or rights which the shareholders have in the sick industrial company to such extent as the Tribunal considers necessary in the interests of the reconstruction, revival or rehabilitation or repayment of debts of such sick industrial company or for the maintenance of the business of such industrial company;(g)the allotment to the shareholders of the sick industrial company, of shares in such company or, as the case may be, in the transferee company and where any shareholder claims payment in cash and not allotment of shares, or where it is not possible to allot shares to any shareholder, the payment of cash to those shareholders in full satisfaction of their claims-(i) in respect of their interest in shares in the sick industrial company before its reconstruction or amalgamation; or(ii)where such interest has been reduced under clause (f) in respect of their interest in shares as so reduced;(h)any other terms and conditions for the reconstruction or amalgamation of the sick industrial company;(i)sale of the industrial undertaking of the sick industrial company free from all encumbrances and all liabilities of the company or other such encumbrances and liabilities as may be specified, to any person, including a co- operative society formed by he employees of such undertaking and fixing of reserve price for such sale;(j)lease of the industrial undertaking of the sick industrial company to any person, including a co- operative society formed by the employees of such undertaking;(k)method of sale of assets of the industrial undertaking of the sick industrial company such as by public auction or by inviting tenders or in any other manner as may be specified and for the manner of publicity therefor;(l)issue of the shares in the sick industrial company at the face value or at the intrinsic value which may be at discount value or such other value as may be specified to any industrial company or any person including the executives and employees of su h sick industrial company;(m)such incidental, consequential and supplemental matters as may be necessary to secure that the reconstruction or amalgamation or other measures mentioned in the scheme are fully and effectively carried out.
