(1) A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except as authorised by, the company in general meeting by way of special resolution:

Provided that the dissenting shareholders shall be given an exit offer by promoters or controlling shareholders at such exit price, and in such manner and conditions as may be specified by the Securities and Exchange Board by making regulations in this behalf.

(2) The notice for approval under sub-section (1) shall contain the particulars of the variation and the information as to how such variation will affect the existing shareholders.