(1) For the purpose of enabling any public company carrying on [life or general or health insurance or re-insurance business] to bring its capital structure into conformity with the requirements of section 6A, an officer appointed on this behalf by the [Authority] may, notwithstanding anything contained in the Indian Companies Act, 1913 (7 of 1913): --
(a) examine any scheme proposed for the purpose aforesaid by the directors of the company:
Provided that--
(i) the scheme has been placed before a meeting of the share holders for their opinion and has been forwarded to the officer together with the opinion of the shareholders thereon, and
(ii) the scheme does not involve any diminution of the liability of the shareholders in respect of unpaid-up share capital;
(b) invite objections and suggestions in respect of the scheme so proposed; and
(c) after considering such objections and suggestions to the scheme so proposed, sanction it with such modifications as he may consider necessary or desirable.
(2) Any shareholder or other person aggrieved by the decision of the officer sanctioning a scheme under sub-section (1) may, within ninety days of date of the order sanctioning the scheme, prefer an appeal to the [Securities Appellate Tribunal] within whose jurisdiction the registered office of the insurer is situate for the purpose of modifying or correcting any such scheme for the purpose specified in sub-section (1).
(3) The decision of the [Securities Appellate Tribunal] where an appeal has been preferred to it under sub-section (2), or of the officer aforesaid where no such appeal has been preferred, shall be final and binding on all the shareholders and other persons concerned.
* * * * *