Appendix 83

PROVISIONS WHICH STOCK EXCHANGES GENERALLY REQUIRE TO BE INCLUDED IN THE ARTICLES

(1) That a common form of transfer shall be used.

(2) That registration or acknowledgment of transfer of any shares shall not be refused on the ground that its transferor either alone or with another, is indebted to the company on any account whatsoever.

(3) That fully paid‑up shares shall be free from the company's lien and that as regards partly paid‑up shares the lien shall be restricted to unpaid calls and amount payable at fixed date but unpaid.

(4) That any amount paid‑up in advance of calls on any share may carry interest, but shall not, in respect thereof confer a right to dividend or participate in profits.

(5) That there, will be no forfeiture of unclaimed dividend before lapse of statutory limitation period and that such forfeiture when effected shall be cancelled in appropriate cases.

(6) That option or right to call for shares shall not be offered to any person without sanction of the company in General Meeting.

(7) The Stock Exchanges will prefer a provision in the Articles that enlisted companies will not charge any fee on transfer of shares.

(8) That it will send out proxy forms to share‑holders and debenture‑holders in all cases. The proxy forms will provide for voting either for or against each resolution.

Notes.‑

(1) In addition to the above, the committee concerned of a Stock Exchange may require a company applying for enlistment not to have any particular provision in its Articles which the committee thinks to be unreasonable.

(2) At present the unpaid or unclaimed dividend means any dividend the warrant in respect thereof has not been en cashed or which has otherwise not been paid or claimed, is not to be forfeited but has to be credited to a special bank account and after 3 years transferred to General Revenue Account of the Central Government in terms of Section 205A of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 1988.