EURO Loan Conversion to Equity

A private limited company wishes to obtain a euro loan from one of its shareholder (at a reduced rate) with an option to convert it into equity after 5 years.

What will be the detailed procedure [proviso (a) to Sec 81(3) of the Companies Act]

Does 'Central Govt.' referred in proviso (a) to Sec 81(3) of the Companies Act refer to only RBI or to any other bodies??