(1) Where . . it is proposed to increase the subscribed capital of the company by allotment of further shares, then, (a) such further shares, shall be offered to the persons who at the date of the offer, are holders of the equity shares of the company in proportion, as nearly as circumstances admit, to the capital paid up on those shares at that date ; 803 (b) the offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time not being less than fifteen days from the date of the offer within which the offer, if not accepted, will be deemed to have been declined ; (c) unless the articles of the company otherwise provide, the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person, and the notice referred to in clause (b) shall contain a statement of this right ; (d) after the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board of directors may dispose of them in such manner as they think most beneficial to the company. . (1A) Notwithstanding anything contained in sub section (1) the further shares aforesaid may be offered to any persons (whether or not those persons include the persons referred to in clause (a) of sub section (1) ) in any manner whatsoever (a) if a special resolution to that effect is passed by the company in general meeting, or (b) where no such special resolution is passed if the votes cast. . in favour of the proposal . . exceed the votes, if any, cast against the proposal . . and the Central Government is satisfied, on an application made by the Board of directors in this behalf that the proposal is most beneficial to the company. . (3) Nothing in this section shall apply (a) to a private company. . 804 While interpreting these and allied provisions of the , it would be necessary to have regard to the relevant Articles of Association of NIIL, especially since Section 81(1)(c) of that Act, which is extracted above, is subject to the qualification : "Unless the articles of the Company otherwise provide".