(3)[ Nothing in this section shall apply-(a)to a private company; or(b)to the increase of the subscribed capital of a public company caused by the exercise of an option attached to debentures issued or loans raised by the company-(i)to convert such debentures or loans into shares in the company, or(ii)to subscribe for shares in the company:][Provided that the terms of issue of such debentures or the terms of such loans include a term providing for such option and such term-(a)either has been approved by the Central Government before the issue of debentures or the raising of the loans, or is in conformity with the rules, if any, made by that Government in this behalf; and(b)in the case of debentures or loans other than debentures issued to, or loans obtained from, the Government or any institution specified by the Central Government in this behalf, has also been approved by a special resolution passed by the company in general meeting before the issue of the debentures or the raising of the loans.]
