TRANSFER AND TRANSMISSION OF SHARES

35.       Instrument of transfer
The instrument of transfer of any share shall be in writing and in such form as shall, from time to time be permissible to be used under the relevant provisions of the Act, in that behalf.

36.       Specific instrument for each class
Separate instrument of transfer shall be executed for each class of shares.

37.       Execution of transfer

  1. The Company shall not register transfer of shares unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor as well as the transferee and specifying the name and address and occupation, if any, of the transferee has been delivered to the Company, along with the Certificate relating to the shares and the transferor shall be deemed to remain the holder of such shares until the name of the transferee is entered in the Register of Members in respect thereof.  All the provisions of Section 108 of the Companies Act, for the time being shall be duly complied with in respect of all transfer of shares and the registration thereof.
  2. Provided that where, on an application in writing made to the Company by the transferee and bearing the stamp required for an instrument of transfer, it is provided to the satisfaction of the Board of Directors that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, the Company may register the transfer on such terms as to indemnity as the Board may think fit.

 

38.       Fee for transfer
No fees shall be charged for transfer of shares/debentures or for effecting transmission or for registering any letters of probate letters of administration and similar other documents.

39.       Notice to transferee when application made by transferor
Where an application for transfer is made by the transferor, no registration shall in the case of partly paid shares be effected unless the Company gives notice of the application to the transferee by prepaid registered post and in accordance with the provisions of Section 110 of the Act.  The Directors may, unless objection is made by the transferee, within two weeks from the date of receipt of the notice enter the name of transferee in the Register of Members in the same manner and subject to the same conditions as if the application for registration was made by the transferee.

40.       Transferor holder till transferee’s name entered in register
The transferor shall be deemed to remain the holder of such share (or shares) until the name of the transferee is entered in the Register of Members in respect thereof.

41.       Power of refusal to transfer shares
Subject to the provisions of Section 111 of the Act, the Board may, on behalf of the Company and as its own absolute and uncontrolled discretion after giving reasons, decline to register any transfer of or transmission by operation of law of the right to a share, whether fully paid up or not (notwithstanding that the proposed transferee is already a member) and may also decline to register any transfer of shares on which the Company has lien.


42.       Board to return the instrument in case of rejection of transfer
All the instruments of transfer, which shall be registered, shall be retained by the Company, but any instrument of transfer which the Board may decline to register shall be returned to the person depositing the same.

43.       Notice of refusal
In case of refusal to register the transfer of any partly paid share or shares on which the Company has no lien, the Board shall within one month from the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor a notice of refusal provided that the registration of a transfer shall not be refused on the grounds of the transferor being either alone or jointly with any other person(s) indebted to the Company on any account whatsoever.

44.       Closure of Register of Members and Register of Debenture holders
The Directors shall have power to close the transfer books and the Register of members and the Register of Debenture holders at such time, or times for such period or periods, not exceeding in the aggregate of forty five days in each year but not exceeding thirty days at one time as may seem expedient to them, by giving not less than seven days notice by advertisement in any newspaper circulating in the district in which the Registered Office of the Company is situated.

45.       Transmission clause
In case of death of any one of the persons named in the Register of Members as the joint-holders of any shares, the survivor or survivors shall be the only persons recognized by the Company as having any title to or interest in such shares, but nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on shares held by him jointly with any other person.

46.       Transmission of Shares
The executors of or administrators of a deceased member not being one of two or more joint-holders shall be the only persons recognized by the Company as having any title to the shares registered in the name of such members, and the Company shall not be bound to recognize such executors or administrators unless such executors or administrators shall have first obtained probate or Letters of Administration, as the case may be, from a duly constituted Court in India, provided that in any case, where the Directors, in their absolute discretion think fit, they may dispense with the production of probate or Letters of Administration and under the next Article, register the name of any person who claims to be absolutely entitled to the shares standing in the name of the deceased member, as a member.


47.       Board may require evidence of transfer and transmission
Any person becoming entitled to a share in consequence of the death, lunacy, bankruptcy or insolvency of any member or marriage of any female member or by any lawful means other than by a transfer in accordance with these presents, may with the consent of Directors (which they shall not be under any obligation to give), upon producing of the grant of probate or Letters of Administration or Succession Certificate or other evidence acceptable to the Board that he sustains the character to respect of which he proposes to act under this Articles or of his title, the Board thinks sufficient, may either register himself as the holder of the shares or elect to have some persons nominated by him and approved by the Board registered as such holder, provided nevertheless that if such person shall elect to have a nominee registered.  He shall testify the election by executing to his nominee an instrument of transfer in accordance with the provisions herein contained and until he does, he shall not be free from liability in respect of the shares.

48.       Board’s right to refuse transmission
The Directors shall have the same right to refuse to register a person entitled by transmission of any share or his nominee as if he were the transferee named in an ordinary instrument of transfer presented for registration.

49.       No liability of the Company giving effect of transfer inspite of notice received prohibiting registration of transfer
The Company shall incur no liability or responsibility whatever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner therefor (as shown or appearing in the Register of Members) to the prejudice of persons having or claiming any equitable right, title or interest in the same share notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice or referred thereto in any book of the Company and the Company shall not be bound or required to regard or attend to give effect to any notice which may be given to it any equitable right, title or interest, or be under any liability whatsoever for refusing or neglecting to do so though it may have been entered or referred to in some book of the Company; but the Company shall nevertheless be at liberty to regard and attend to such notice and give effect thereto if the Board shall so think fit.

50.       Buy back of shares/securities
The Company is permitted to buy back its shares/ securities in accordance with the provisions of Sections 77A, 77AA and 77B and such other applicable provisions of the Companies Act, 1956and as per rules and procedures prescribed therein and compliance with the existing regulating provisions and any future amendments or enactments as may be issued from time to time by the Government or any regulating authorities.

 

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