1. 52 (Fifty two) Equity Shares of Rs. 2/- each to be issued by the Transferee Company - Mirza International, credited as fully paid up, for every 100 (one hundred) Equity Shares of Rs. 2/- each held in the Transferor Company to the Shareholders of the Transferor Company, whose names appear in the Register of Members as on the Record Date; and

2. 40 (Forty) 0% Compulsory Convertible Preference Shares (hereinafter referred to as "CCPS") of Rs. 2/- each, credited as fully paid up may be issued by the Transferee Company, for every 100 (One hundred) Equity Shares of Rs. 2/- each held in the Transferor Company to the Shareholders of the Transferor Company, whose names appear in the Register of Members as on the Record Date. One CCPS of Rs. 2 each shall be converted into One Equity Share of Rs. 2 each. CCPS shall be compulsorily converted into equity shares on commencement of the next financial year immediately after the financial year, in which the equity shares as per aforesaid clause (a) is allotted.