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Indian Bank General (Amendment) Regulations, 2003

Central Regulations · 197096,284 characters of text

The enactment

TypeRegulations
Year1970
JurisdictionCentral
MinistryMinistry of Finance
StatusIn force as published by the source
TextPublished as one document, as the source published it
Subjectsfinancial

Full text

The source publishes this enactment as a single document rather than provision by provision, so the whole text is below and there are no per-section pages for it. Nothing has been shortened.

tTTi is fit t4~1YX : ,ITTlitTR171 ' 33 INDIAN BANK NOTIFICATION . CItennal, the 9th December, 200a- Indian Bank General (Amendment) Regulations, 2003 • BS/LKN/701/2003:-04.--In exorcise of the powers conferred by Sub-section (2) of Section 19 of the tanking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, (5 of 1970)/ (4 of 1980)) the Board of Directors of Indian Bank after consultation with the Reserve Bank of India and With the previous sanction of the Central Government, hereby makes the folloWing amendments further to amend Indian Bank General RegulatiOns, 1999, namely :—

CHAPTER - INTRODUCTORY 1, Short title and commencement These regulations may be called the' Indian Bank General (Amendment) Regulations, (II) They shall come into fore* on the date of their publication in the Official Gazette. '

(ill) Indian Bank General Regulations, 1999 be _renamed as Indian Bank ( Shares and Meetings ) Reg- illations 1999.

2. Definitions —In these regulations, unless there Is anything repugnant to the subject or context or meaning thereof —

(a) "Act" means the Banking Companies ( Acquisition and 'Transfer of Undertakings ) Act, 1970 / 1980 ( 5 of 1970 ) / ( 4 of 1980);

"Bank" means Indian Bank constituted under Section .3. of the Act;

(c)' "Board" means the Board of Directors constituted under ection 9 of the Act;

tTTi is fit t4~1YX : ,ITTlitTR171 ' 33 INDIAN BANK NOTIFICATION . CItennal, the 9th December, 200a- Indian Bank General (Amendment) Regulations, 2003 • BS/LKN/701/2003:-04.--In exorcise of the powers conferred by Sub-section (2) of Section 19 of the tanking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, (5 of 1970)/ (4 of 1980)) the Board of Directors of Indian Bank after consultation with the Reserve Bank of India and With the previous sanction of the Central Government, hereby makes the folloWing amendments further to amend Indian Bank General RegulatiOns, 1999, namely :—

CHAPTER - INTRODUCTORY 1, Short title and commencement These regulations may be called the' Indian Bank General (Amendment) Regulations, (II) They shall come into fore* on the date of their publication in the Official Gazette. '

(ill) Indian Bank General Regulations, 1999 be _renamed as Indian Bank ( Shares and Meetings ) Reg- illations 1999.

2. Definitions —In these regulations, unless there Is anything repugnant to the subject or context or meaning thereof —

(a) "Act" means the Banking Companies ( Acquisition and 'Transfer of Undertakings ) Act, 1970 / 1980 ( 5 of 1970 ) / ( 4 of 1980);

"Bank" means Indian Bank constituted under Section .3. of the Act;

(c)' "Board" means the Board of Directors constituted under ection 9 of the Act;

TDB GAZETTE OF INDIA : EXTRAORDINARY - 7 • ^I [PART 4j

(d) "Chairman" means the Chairman of the Board;

(e) "Committee" means a Committee constituted ' under regulation "2A"

(f) "Executive Director" means the wholetime Director, not being the Managing Director;

(g) "General Manager" means General Manager of the Bank;

(h) mManagement Committee" means a Committee constituted under Clause 13 of the Scheme; •

(1) "Managing Director" means Managing Director of the Bnk;

0) "Register" means the register of Shareholders kept in one or more books of thee Bank and includes the register of Shareholders kept in computer fioppies or diskettes under subsection (2G) of Sectiori 3 of the Act; and register of beneficial owners maintained by and depository under section 11 of the Depository Act, 1996 ( 22 of 1996) ;

) "Registrar" means the person appointed by the Bank-for Collecting applications from investors in respect of an issue, , ' Keeping a' proper record of applications., and monies received from investors or paid to the seller of the securities, ) Assisting the Bank in —

(a) Determining the bisis of allotment of securities in,„ consultation with the stock exchange, ,

(b) Finalisng the list of persohs entitled to allotment of securities, • '

(c) Processing and despatching allotment „letters refund orders or certificates and other related documents In respect of the issue,,and _,(1.v) Such other function as assigned from time #o time' by the Bank, "Sc atr e" means,the Nationaiieed Banks ( .Mane•gem2;nt and icellaneotis Provisions) Scheme, 1970;

• TDB GAZETTE OF INDIA : EXTRAORDINARY - 7 • ^I [PART 4j

(d) "Chairman" means the Chairman of the Board;

(e) "Committee" means a Committee constituted ' under regulation "2A"

(f) "Executive Director" means the wholetime Director, not being the Managing Director;

(g) "General Manager" means General Manager of the Bank;

(h) mManagement Committee" means a Committee constituted under Clause 13 of the Scheme; •

(1) "Managing Director" means Managing Director of the Bnk;

0) "Register" means the register of Shareholders kept in one or more books of thee Bank and includes the register of Shareholders kept in computer fioppies or diskettes under subsection (2G) of Sectiori 3 of the Act; and register of beneficial owners maintained by and depository under section 11 of the Depository Act, 1996 ( 22 of 1996) ;

) "Registrar" means the person appointed by the Bank-for Collecting applications from investors in respect of an issue, , ' Keeping a' proper record of applications., and monies received from investors or paid to the seller of the securities, ) Assisting the Bank in —

(a) Determining the bisis of allotment of securities in,„ consultation with the stock exchange, ,

(b) Finalisng the list of persohs entitled to allotment of securities, • '

(c) Processing and despatching allotment „letters refund orders or certificates and other related documents In respect of the issue,,and _,(1.v) Such other function as assigned from time #o time' by the Bank, "Sc atr e" means,the Nationaiieed Banks ( .Mane•gem2;nt and icellaneotis Provisions) Scheme, 1970;

• '41111 III= 1st us 4 ] liTtd ail 4.N.M : 311111/117

(m) "Share" means share in the Share Capital of the Bank;

(n) "Share transfer agent" indludes any person, who on behalf of the Bank maintains the records of holders of securities issued by the ,Bank and deals with all matters connected with the transfer and redemption of its securities, or

(ii) a department or division ( by whatever name called) of the Bank performing the activities referred in sub'-clause ( 1 );

(o) words and expressions used in Chapter ill and not defined in these Regulations but defined in the Depositories Act, 1996 (Act 22 of 1996), shall have the meaning respectively assigned to them in the said Act

(p) , other expressions used and not defined in these regulations -4' but used in the -Act Or the Scheme' shall have the Meanings respectively assigned to them in the Adt or the Scheme; -

2A. •) Except as provided in Clause,(11) of regulation 59, the Board may constitute, as and when necessary; a Committee consisting of the • Chairman and Managing Diredtor or in his absence Executive Director and two other diredtois as it may .

deem fit, for the purposes of these regulations;

(ii) The Committee constituted under this regulation shall observe such rules of procedure as may be specified by the Board.

CHAPTER II SHARES AND SHARE REGISTER . Nature of shares:

The shares of Indian Bank shall be movable property, tranSferable in the manner provided under these regulations. •

(i) '41111 III= 1st us 4 ] liTtd ail 4.N.M : 311111/117

(m) "Share" means share in the Share Capital of the Bank;

(n) "Share transfer agent" indludes any person, who on behalf of the Bank maintains the records of holders of securities issued by the ,Bank and deals with all matters connected with the transfer and redemption of its securities, or

(ii) a department or division ( by whatever name called) of the Bank performing the activities referred in sub'-clause ( 1 );

(o) words and expressions used in Chapter ill and not defined in these Regulations but defined in the Depositories Act, 1996 (Act 22 of 1996), shall have the meaning respectively assigned to them in the said Act

(p) , other expressions used and not defined in these regulations -4' but used in the -Act Or the Scheme' shall have the Meanings respectively assigned to them in the Adt or the Scheme; -

2A. •) Except as provided in Clause,(11) of regulation 59, the Board may constitute, as and when necessary; a Committee consisting of the • Chairman and Managing Diredtor or in his absence Executive Director and two other diredtois as it may .

deem fit, for the purposes of these regulations;

(ii) The Committee constituted under this regulation shall observe such rules of procedure as may be specified by the Board.

CHAPTER II SHARES AND SHARE REGISTER . Nature of shares:

The shares of Indian Bank shall be movable property, tranSferable in the manner provided under these regulations. •

(i) THE GAZETTE OF INDIA : EXTRAORDINARY [PART III--SEC..4j Kinds of. Share Capital (I) - Preference Share Capital Means that part of share capital of Indian Bank which fulfils both the following conditions: - (A) as respects ,dividends, it carries a preferential right to be paid a fixed amount or an amount calculated at fixed rate, which may be either free of or.subject to income tax and (B) as respect capital, it carries or will carry , on winding up to repayment of capital, a preferential right to be repaid the amount of the capital paid-up or deeMed to have been paidup, whether or not there is preferential right to the payment of either or both of the following amounts, namely:- . ,

(a) any money remaining ,unpaid, in respect of the amounts specified in clause (A) .uptO the date of winding up or repayment of capital, and

(b) any fixed ,premium or premium on any fixed scale, specified by the. Board with the preijous consent of the Central Government.

"Equity Share Capital" Means all share caPitil, which is not preference share capital.

• (iii) The expressions "Preference Share" and "Equity ." shall be construed accordingly.

Particulars to be entered In the register:

A share register shall be kept, maintained and updated it accordance with sub section 2 (F) of Section. 3 of the Act.

(ii) In addition, to the 'particulars specified in sub-section 2 (F) of Section 3 of tlie Act, such other particulars as the Board may specify shall be,entered in the register.

!n the case of joint holders of any share, their names and other particulars required by sub-regulation ( ) shall be grouped under the, name of the first of such joint holders. • • • • THE GAZETTE OF INDIA : EXTRAORDINARY [PART III--SEC..4j Kinds of. Share Capital (I) - Preference Share Capital Means that part of share capital of Indian Bank which fulfils both the following conditions: - (A) as respects ,dividends, it carries a preferential right to be paid a fixed amount or an amount calculated at fixed rate, which may be either free of or.subject to income tax and (B) as respect capital, it carries or will carry , on winding up to repayment of capital, a preferential right to be repaid the amount of the capital paid-up or deeMed to have been paidup, whether or not there is preferential right to the payment of either or both of the following amounts, namely:- . ,

(a) any money remaining ,unpaid, in respect of the amounts specified in clause (A) .uptO the date of winding up or repayment of capital, and

(b) any fixed ,premium or premium on any fixed scale, specified by the. Board with the preijous consent of the Central Government.

"Equity Share Capital" Means all share caPitil, which is not preference share capital.

• (iii) The expressions "Preference Share" and "Equity ." shall be construed accordingly.

Particulars to be entered In the register:

A share register shall be kept, maintained and updated it accordance with sub section 2 (F) of Section. 3 of the Act.

(ii) In addition, to the 'particulars specified in sub-section 2 (F) of Section 3 of tlie Act, such other particulars as the Board may specify shall be,entered in the register.

!n the case of joint holders of any share, their names and other particulars required by sub-regulation ( ) shall be grouped under the, name of the first of such joint holders. • • • • I TIT III--in us 47 tiro. w .(14144 : aMtTRui 37

(iv) -Subject to the proviso of sub-section 2 (D) of Section 3 of the Act, a shareholder _resident outside India may fuhlish to the ' Bank an address in India, and-any such address shall be• entered in the register and be deemed to -be his registered address for the purposes of the Act and these regulations.

.6A. (I) • The Bank shall, unless the register is in such form as in itself to constitute an index, keep an index , which may-be in form of a • card index of the names of shareholders and shall, within fourteen days after the date on which any alteration is made In the register of shareholders, make the necessary alteration' in the index.

(ii) the index shall be kept with the register of shareholders.

6. Control over shares and registers — Subject to the provisions of the Act and these regulations, and such directions as the Board may issue from time to time, the register shall be -kept and maintained at the head office of Indian Bank and be ,under .the control of the Board and the decision of the Board as to whether or not a ;,.person is entitled to be registered as a shareholder in respect of any share shall be final, .

7. Parties who may not be registered as shareholders:- LanCept as otherwise provided in these.regulations, all persons who aro not competent to contract shall not be entitled to be registered as a shareholder and the decision of the Board in this regard shall be conclusive and final.

(H) In ease of partnership firms, shares may be registered in the names of the individual partners and no firm, as such, shall be entitled to be registered as a shareholder.

Maintenance of share register in computer system, etc.- The Particulars required to be entered in the share register under sub-section, 2 (F) of. Section 3 of the Act, read with those mentioned in regulation 5, shall be maintained under sub-section 2(G) of Section .3 of the Act, in the form of data stored in magnetic / optical I magneto-optical media by way of diskettgs, floppies,, cartridges or otherwise (hereinafter referred to as the "media") in computers to be maintained at the Head Office and the back up at I TIT III--in us 47 tiro. w .(14144 : aMtTRui 37

(iv) -Subject to the proviso of sub-section 2 (D) of Section 3 of the Act, a shareholder _resident outside India may fuhlish to the ' Bank an address in India, and-any such address shall be• entered in the register and be deemed to -be his registered address for the purposes of the Act and these regulations.

.6A. (I) • The Bank shall, unless the register is in such form as in itself to constitute an index, keep an index , which may-be in form of a • card index of the names of shareholders and shall, within fourteen days after the date on which any alteration is made In the register of shareholders, make the necessary alteration' in the index.

(ii) the index shall be kept with the register of shareholders.

6. Control over shares and registers — Subject to the provisions of the Act and these regulations, and such directions as the Board may issue from time to time, the register shall be -kept and maintained at the head office of Indian Bank and be ,under .the control of the Board and the decision of the Board as to whether or not a ;,.person is entitled to be registered as a shareholder in respect of any share shall be final, .

7. Parties who may not be registered as shareholders:- LanCept as otherwise provided in these.regulations, all persons who aro not competent to contract shall not be entitled to be registered as a shareholder and the decision of the Board in this regard shall be conclusive and final.

(H) In ease of partnership firms, shares may be registered in the names of the individual partners and no firm, as such, shall be entitled to be registered as a shareholder.

Maintenance of share register in computer system, etc.- The Particulars required to be entered in the share register under sub-section, 2 (F) of. Section 3 of the Act, read with those mentioned in regulation 5, shall be maintained under sub-section 2(G) of Section .3 of the Act, in the form of data stored in magnetic / optical I magneto-optical media by way of diskettgs, floppies,, cartridges or otherwise (hereinafter referred to as the "media") in computers to be maintained at the Head Office and the back up at 38 THE GAZETTE OF INDIA : EXTRAORDINARY [FART 4] such location as may be decided-from time to time by the Chairman and Managing Director or any other official not below the rank ofi General Manager designated in 'this behalf by the Chairman and Managing Director (= hereinafter referred to as the "designated official").

(ii) Particulars required to be entered in the share register under Section -3 (B) of the Act read with Section 11 of the Depositories Act, 1996 shall be maintained in the electronic form in the manner and in the form as prescribed therein. ,

(iii) The register in electronic form shall be maintained subject to such safeguards as stipulated for securing electronic records under the • , • Information Technology Act, 2000 ( -21 of 2000).

9. Safeguards for protection of computer system:

(i) The access to the system set out in Regulation =8 ( I ) in which data is stored shall•be restricted to such persons including Registrars to an issue and / or share 'transfer agents as may be authorised in this behalf by the Chairman and Managing Director or the designated official band the passwords if any, • and the electronic security control systems shall be, kept confidential under the custody of the said persons.

(ii) The access by the authorised persons shall be recorded in logi by the computer system and such logs shall be preserved with the officials 1• persons designated in this behalf by the Chairman and Managing. Director or the designated official. ' • -

(iii) Copies of the back-ups shall be taken on removable media at intervals as may be specified from time to time lby the Chairman and Managing* Director or the designated,Official,incorporating the changes made in the register orshareholders.• Atleast one of these copies shall be stored in a location other than the prethises in which processing is being done. This copy shall be stored in a fireproof environment with locking arrangement and at the requisite _.temperature. The access to the back-ups in both the loeations shall be restricted to persons authorised in this behalf by fife Chairman and Managing Director or the designated official. The persons so authorised shall record the access in a manual register kept at the location;

38 THE GAZETTE OF INDIA : EXTRAORDINARY [FART 4] such location as may be decided-from time to time by the Chairman and Managing Director or any other official not below the rank ofi General Manager designated in 'this behalf by the Chairman and Managing Director (= hereinafter referred to as the "designated official").

(ii) Particulars required to be entered in the share register under Section -3 (B) of the Act read with Section 11 of the Depositories Act, 1996 shall be maintained in the electronic form in the manner and in the form as prescribed therein. ,

(iii) The register in electronic form shall be maintained subject to such safeguards as stipulated for securing electronic records under the • , • Information Technology Act, 2000 ( -21 of 2000).

9. Safeguards for protection of computer system:

(i) The access to the system set out in Regulation =8 ( I ) in which data is stored shall•be restricted to such persons including Registrars to an issue and / or share 'transfer agents as may be authorised in this behalf by the Chairman and Managing Director or the designated official band the passwords if any, • and the electronic security control systems shall be, kept confidential under the custody of the said persons.

(ii) The access by the authorised persons shall be recorded in logi by the computer system and such logs shall be preserved with the officials 1• persons designated in this behalf by the Chairman and Managing. Director or the designated official. ' • -

(iii) Copies of the back-ups shall be taken on removable media at intervals as may be specified from time to time lby the Chairman and Managing* Director or the designated,Official,incorporating the changes made in the register orshareholders.• Atleast one of these copies shall be stored in a location other than the prethises in which processing is being done. This copy shall be stored in a fireproof environment with locking arrangement and at the requisite _.temperature. The access to the back-ups in both the loeations shall be restricted to persons authorised in this behalf by fife Chairman and Managing Director or the designated official. The persons so authorised shall record the access in a manual register kept at the location;

nirj j11---t4" 4:1 NMI V' : ‘3TITRIRuf 39

(iv) It shall be the duty of the authorised persons to compare the data on the back-ups with that on the computer system by using appropriate software to ensure correctness of the back-up. The result of this operation shall be recbrded in the register maintained for the purpose.

(v) It shall be competent for the Chairman and Managing Director, by special or general order, to add or modify ,the instructions, stipulations in regard to the , safeguards to be observed in maintaining the register of the shareholders in the , computer system with due regard to the advancement of technology, and / 'or to the exigencies of situation or for any other relevaot consideration.

. Exercise of rights of joint holders If any share stands in the names of two or more persons, tpe person first named in the register shall as regards voting, receipt of • dividends, service of notices and all or any other matters connected with Indian Bank :.except the transfer of shares? be deemed to be tile sole holder thereof.

11. Inspection of register

(i) The register shall, except when closed under Regulation 12, be open to inspection of any stiareholder, free of charge, at the place where it is maintained during business hours subject to such reasonable restrictions as the Board may impose, but so that not less than two hours in each working day Shall be allowed for inspection.

(ii) Any shareholder may•make extracts of any entry in the register or computer print free of charge or If he requires a copy of the Register or computer prints or of any part thereof ,'.the same will be supplied to him on pre-payment at the rate of `Rs:5/- or at such rate as the Board may decide for every 1000 words or fractional part thereof required to be copied.

(iii) Notwithstanding anything contained in sub-regulation (ii), any duly authorised officer of the Government shall have the right to m_ ake a copy of any entry in the register or be furnished a copy of the register or any part thereof. =.), nirj j11---t4" 4:1 NMI V' : ‘3TITRIRuf 39

(iv) It shall be the duty of the authorised persons to compare the data on the back-ups with that on the computer system by using appropriate software to ensure correctness of the back-up. The result of this operation shall be recbrded in the register maintained for the purpose.

(v) It shall be competent for the Chairman and Managing Director, by special or general order, to add or modify ,the instructions, stipulations in regard to the , safeguards to be observed in maintaining the register of the shareholders in the , computer system with due regard to the advancement of technology, and / 'or to the exigencies of situation or for any other relevaot consideration.

. Exercise of rights of joint holders If any share stands in the names of two or more persons, tpe person first named in the register shall as regards voting, receipt of • dividends, service of notices and all or any other matters connected with Indian Bank :.except the transfer of shares? be deemed to be tile sole holder thereof.

11. Inspection of register

(i) The register shall, except when closed under Regulation 12, be open to inspection of any stiareholder, free of charge, at the place where it is maintained during business hours subject to such reasonable restrictions as the Board may impose, but so that not less than two hours in each working day Shall be allowed for inspection.

(ii) Any shareholder may•make extracts of any entry in the register or computer print free of charge or If he requires a copy of the Register or computer prints or of any part thereof ,'.the same will be supplied to him on pre-payment at the rate of `Rs:5/- or at such rate as the Board may decide for every 1000 words or fractional part thereof required to be copied.

(iii) Notwithstanding anything contained in sub-regulation (ii), any duly authorised officer of the Government shall have the right to m_ ake a copy of any entry in the register or be furnished a copy of the register or any part thereof. =.), `I• •• .

.1:

'• Z; . •-, • • 40 TIE GAZETTE OF INDIA : EXTRAORDINARY PART 4

12. Closing of the register - .

The Bank may, after ensuring comPliance of the applicable guidelines and the listing agreemant with the Stock Exchanges, and after giving not less than seven days previous notice by advertisement in atleast two newspapers circulating in India, close the register of shareholders for any period or periods not exceeding in the aggregate forty-five days in each year, but not exceeding 'thirty days at any one time as May in its opinion;

be necessary.

• i• .q?

Share. Certificates (I) Each share certificate shall bear share certificate number, a distinctive number, the number.of shares in respect of which it is issued and the name of the shareholder to whom it is issued and it shall be in such form as may be specified by the Board. .'

(ii) Every share certificate shall_be issued under the common seal of the Bank in pursuance of a resolution of the Board and shall be signad by two directors Anqpiilme other officer not below the . rank of Scale II or the Company Secretary appointed by the Board for the purpose.

Provided that the signature of the directors may be printed, engraved lithographed or impressed by such other mechanical • process as the Board may direct.

(m) A Signature so printed, engraved, lithographed or otherwise impressed shall be as valid as a' signature in the proper handwriting of the signatory himself.

(iv) No share certificate shall be valid unless and until it is so signed. Share Certificates so signed shall be valid and biriding notwithstanding that, before the issue thereof, any person whose signature appears thereon may have ceased to ''be a parson authorised to sign share certificates on behalf of the Bank.

- . •. • • • - • • `I• •• .

.1:

'• Z; . •-, • • 40 TIE GAZETTE OF INDIA : EXTRAORDINARY PART 4

12. Closing of the register - .

The Bank may, after ensuring comPliance of the applicable guidelines and the listing agreemant with the Stock Exchanges, and after giving not less than seven days previous notice by advertisement in atleast two newspapers circulating in India, close the register of shareholders for any period or periods not exceeding in the aggregate forty-five days in each year, but not exceeding 'thirty days at any one time as May in its opinion;

be necessary.

• i• .q?

Share. Certificates (I) Each share certificate shall bear share certificate number, a distinctive number, the number.of shares in respect of which it is issued and the name of the shareholder to whom it is issued and it shall be in such form as may be specified by the Board. .'

(ii) Every share certificate shall_be issued under the common seal of the Bank in pursuance of a resolution of the Board and shall be signad by two directors Anqpiilme other officer not below the . rank of Scale II or the Company Secretary appointed by the Board for the purpose.

Provided that the signature of the directors may be printed, engraved lithographed or impressed by such other mechanical • process as the Board may direct.

(m) A Signature so printed, engraved, lithographed or otherwise impressed shall be as valid as a' signature in the proper handwriting of the signatory himself.

(iv) No share certificate shall be valid unless and until it is so signed. Share Certificates so signed shall be valid and biriding notwithstanding that, before the issue thereof, any person whose signature appears thereon may have ceased to ''be a parson authorised to sign share certificates on behalf of the Bank.

- . •. • • • - • • 'TM 'W (1V41 : WITEIRrif 41

14. Issue of share certificates

(i) While issuing share certificates to any shareholder, it shall be competent for the Board to issue the certificates on the basis of one certificate for every hundred shares or multiples thereofregistered in his name on any one occasion and one additional share certificate for the number of shares in excess thereof but which are less than hundred.

(ii) If the number of shares to be registered is less than hundred, one certificate shall be issued for all the shares.

(iii) In respect of any share or shares held jointly by several persons, the Bank shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. .

6. Issue of new or duplicate share certificate

(1) Committee designated by it on production of such certificate If any share certificate is worn out or defaced, the Board or the may Order the same to be cancelled and have a • new certificate issued in lieu thereof.

(i ) If any share certificate is alleged to be lost or destroyed, the Board or the committee designated by it on such indemnity with or without surety as the Board or the committee thinks fit, and on publication In two newspapers and on payment to Indian Bank of its costs, charges and expenses, a duplicate certificate in lieu thereof may be given to the person entitled to such lost or destroyed certificate.

1 . Consolidation and sub-division of shares On a written application made by the shareholder(s), the Board or the Committee designated by it may consolidate or sub-divide the shares submitted to it for consolidation / sub-division as the case may be and issue a new certificate(s) in lieu thereof on payment to the Bank of its costs, charges and expenses of any incidental to the matter.

37560112003-6 'TM 'W (1V41 : WITEIRrif 41

14. Issue of share certificates

(i) While issuing share certificates to any shareholder, it shall be competent for the Board to issue the certificates on the basis of one certificate for every hundred shares or multiples thereofregistered in his name on any one occasion and one additional share certificate for the number of shares in excess thereof but which are less than hundred.

(ii) If the number of shares to be registered is less than hundred, one certificate shall be issued for all the shares.

(iii) In respect of any share or shares held jointly by several persons, the Bank shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. .

6. Issue of new or duplicate share certificate

(1) Committee designated by it on production of such certificate If any share certificate is worn out or defaced, the Board or the may Order the same to be cancelled and have a • new certificate issued in lieu thereof.

(i ) If any share certificate is alleged to be lost or destroyed, the Board or the committee designated by it on such indemnity with or without surety as the Board or the committee thinks fit, and on publication In two newspapers and on payment to Indian Bank of its costs, charges and expenses, a duplicate certificate in lieu thereof may be given to the person entitled to such lost or destroyed certificate.

1 . Consolidation and sub-division of shares On a written application made by the shareholder(s), the Board or the Committee designated by it may consolidate or sub-divide the shares submitted to it for consolidation / sub-division as the case may be and issue a new certificate(s) in lieu thereof on payment to the Bank of its costs, charges and expenses of any incidental to the matter.

37560112003-6 •e 42 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC. elj 17: Transfer of shares

(1) Every transfer of the Shares-- of the Bank shall be by an instrument of transfer in form 'A' annexed hereto or in such other - form as may be approVed by the Bank from time to time and shall. be duly.stamped, dated and executed by or on behalf of the transferor and the transferee alongwith the relative share certificate.

(ii) The instrument of transfer alongwlth the share certificate shall be submitted to the Bank at Its Head Office and the transferor shall be deemed to remain the holder of such shares until the name of the transferee is entered in the share register in respect thereof.

-Upon receipt by the Bank of an, instrument of transfer alongwith a share certificate with a request to register the transfer, the - Board or the Committee designated by the Board shall forward the said instrument of transfer alongwith share certificate to the Registrar or Share Transfer Agent for the purposes' of verification that the technical requirements are compiled with in their entirety. The Registrar or Share Transfer Agent shall return the instrument of transfer along with the share certificate, if any, to the transferee for resubmission unless the instrument of transfer is presented to the bank, duly stamped and properly executed for registration and is accompanied by the certificate of the shares to which it relates and Such other evidenoe as the Board may require to show the title of the transferor to make such transfer.

Explanation;- "Technical requirements means

(a) Transfer deed shall be duly stamped;

(6) Certificate number or distinctive number mentioned in the transfer deed shall tally with the share certifiCate;

(c) Transferor's signature shall tally;

(d) Transfer deed shall be witnessed.

{iii) •e 42 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III—SEC. elj 17: Transfer of shares

(1) Every transfer of the Shares-- of the Bank shall be by an instrument of transfer in form 'A' annexed hereto or in such other - form as may be approVed by the Bank from time to time and shall. be duly.stamped, dated and executed by or on behalf of the transferor and the transferee alongwith the relative share certificate.

(ii) The instrument of transfer alongwlth the share certificate shall be submitted to the Bank at Its Head Office and the transferor shall be deemed to remain the holder of such shares until the name of the transferee is entered in the share register in respect thereof.

-Upon receipt by the Bank of an, instrument of transfer alongwith a share certificate with a request to register the transfer, the - Board or the Committee designated by the Board shall forward the said instrument of transfer alongwith share certificate to the Registrar or Share Transfer Agent for the purposes' of verification that the technical requirements are compiled with in their entirety. The Registrar or Share Transfer Agent shall return the instrument of transfer along with the share certificate, if any, to the transferee for resubmission unless the instrument of transfer is presented to the bank, duly stamped and properly executed for registration and is accompanied by the certificate of the shares to which it relates and Such other evidenoe as the Board may require to show the title of the transferor to make such transfer.

Explanation;- "Technical requirements means

(a) Transfer deed shall be duly stamped;

(6) Certificate number or distinctive number mentioned in the transfer deed shall tally with the share certifiCate;

(c) Transferor's signature shall tally;

(d) Transfer deed shall be witnessed.

{iii) [ nirt iliF'W% 4 ] iirtd t1■7141 : effireigni 43

(iv) The Board or the Committee designated by the Board shall, unless "it refuses to register the transfer under regulation 19 hereinafter, cause the tranifer to be registered.

(v) Unless the transfer of shares is refused under regulation 19, the share certificate duly transferred shall be delivered to the transferee within sixty days from the date of lodging of the instrument of transfer.

19. -PoWer to suspend transfers The Board or the committee designated by the Board shall not register any transfer during any period in which the register is closed.

19. Board's right to refuse registration of transfer of shares (I) The Board or Committee may refuse transfer of any shares in the name of the transferee on any one or more of the following grounds, and on no other grounds:-

(a) the transfeT of shares is in contravention of the provisions of the Act or regulations made thereunder or any other law or that any other requirement -Under the law relating to registration of such transfer has not been complied with;

• .

(b) the transfer of shares, in the opinion of the Board, is prejudicial to the interests Of the Bank or to.public interest; ,

(c) the transfer of shares is prohibited by an order of court, Tribunal or any other authority 'under any law for the time _being in foree."

(d) An individual or company resident outside India or any company incorporated under any law not in force in India or any branch of such company whether resident outside India or not will on the transfer being allowed hold or acquire as a result thereOf shares of the Bank and such investment in the aggregate will exceed the percentage being more than 20% (twenty) of the paid up capital or as may be specified by the Central Government by notification in the Official Gazette.

4).

[ nirt iliF'W% 4 ] iirtd t1■7141 : effireigni 43

(iv) The Board or the Committee designated by the Board shall, unless "it refuses to register the transfer under regulation 19 hereinafter, cause the tranifer to be registered.

(v) Unless the transfer of shares is refused under regulation 19, the share certificate duly transferred shall be delivered to the transferee within sixty days from the date of lodging of the instrument of transfer.

19. -PoWer to suspend transfers The Board or the committee designated by the Board shall not register any transfer during any period in which the register is closed.

19. Board's right to refuse registration of transfer of shares (I) The Board or Committee may refuse transfer of any shares in the name of the transferee on any one or more of the following grounds, and on no other grounds:-

(a) the transfeT of shares is in contravention of the provisions of the Act or regulations made thereunder or any other law or that any other requirement -Under the law relating to registration of such transfer has not been complied with;

• .

(b) the transfer of shares, in the opinion of the Board, is prejudicial to the interests Of the Bank or to.public interest; ,

(c) the transfer of shares is prohibited by an order of court, Tribunal or any other authority 'under any law for the time _being in foree."

(d) An individual or company resident outside India or any company incorporated under any law not in force in India or any branch of such company whether resident outside India or not will on the transfer being allowed hold or acquire as a result thereOf shares of the Bank and such investment in the aggregate will exceed the percentage being more than 20% (twenty) of the paid up capital or as may be specified by the Central Government by notification in the Official Gazette.

4).

THE GAZETTE OF INDIA EXTRAORDINARY [PART The Board or Committee shall, after the instrument of transfer of shares of the Bank is lodged with it for the purpose of registration of such transfer form its opinion as to whether such registration ought or ought not to be refused on any of the grounds referred to in sub-regulation (1) —

(a) If it has formed the opinion that such registration ought not to be so refused, effect such registration; and

(b) If it has formed the opinion that such registration ought to be refused on any of the grounds mentioned in sub-regulation

(i) intimate the same to the Transferor and the Transferee by notice in writing giving reasons for such refusal within 60 days from the receipt of transfer form or within such period as may be laid down in the Listing Agreement with the concerned Stock Exchange.

20. Transmission of shares in the event of death, insolvency etc.:

The executors or administrators of a deceased shareholder in respect of a share, or the, holder of letter of probate or letters of administration with or without the will annexed or a sucei certificate issued. under any legal of the Indian Stmeessiop Act, 1926, or the holder of any legal reprepentation or a person in whose favour a valid, instrument of transfer was or.24uted • by • the deceased SC1►3 holder during the latter' lifetime shoP be the, only person who may be recognised by indian sank having any title to such share.

(ii) In the case of shares registered in 'the . harne of two car more shareholders, the survivor or survivors-, and an the death of the last survivor, his executors or administrators or any person Who is the holder of letters of probate, or lethrs of administration with or without will annexed Or a succession certificate or any other legal representatieh In respeot.of survivor's Interest in the share or a person In whose favour a valid instrument of transfer of share was executed by such persbn and such last survivor during the latter's lifetime, shall be the only person who may be reCognised'by Indian Bank as having any title to such share.

(I) THE GAZETTE OF INDIA EXTRAORDINARY [PART The Board or Committee shall, after the instrument of transfer of shares of the Bank is lodged with it for the purpose of registration of such transfer form its opinion as to whether such registration ought or ought not to be refused on any of the grounds referred to in sub-regulation (1) —

(a) If it has formed the opinion that such registration ought not to be so refused, effect such registration; and

(b) If it has formed the opinion that such registration ought to be refused on any of the grounds mentioned in sub-regulation

(i) intimate the same to the Transferor and the Transferee by notice in writing giving reasons for such refusal within 60 days from the receipt of transfer form or within such period as may be laid down in the Listing Agreement with the concerned Stock Exchange.

20. Transmission of shares in the event of death, insolvency etc.:

The executors or administrators of a deceased shareholder in respect of a share, or the, holder of letter of probate or letters of administration with or without the will annexed or a sucei certificate issued. under any legal of the Indian Stmeessiop Act, 1926, or the holder of any legal reprepentation or a person in whose favour a valid, instrument of transfer was or.24uted • by • the deceased SC1►3 holder during the latter' lifetime shoP be the, only person who may be recognised by indian sank having any title to such share.

(ii) In the case of shares registered in 'the . harne of two car more shareholders, the survivor or survivors-, and an the death of the last survivor, his executors or administrators or any person Who is the holder of letters of probate, or lethrs of administration with or without will annexed Or a succession certificate or any other legal representatieh In respeot.of survivor's Interest in the share or a person In whose favour a valid instrument of transfer of share was executed by such persbn and such last survivor during the latter's lifetime, shall be the only person who may be reCognised'by Indian Bank as having any title to such share.

(I) EiTrrim—isfus 41 viii it MINIM

(iii) Indian Bank shall not be bound. to recognise such executors or administrators unless they shall have obtained probate o r letters - of administration or succession certificate, ap the case allay be, from .a court of competent jurisdiction.

ProVided, however, that in a case where the Boaird id' its discretion thinks fit, it shall be lawful for the Board to dispense with the production of letters of Probate or letters of administration or succession certificate or such other legal representation, upon such terms as to indemnity or otherwise as it may think fit.

(iv) Any such person becoming entitled to a share in consequenceof death of a shareholder and any person becoming entitled to, a share in consequence of the insolvency, BankrUptcy or liquidation of a shareholder shall upon production of such evidence, as the Board may require, have the right —

(a) to be registered as a shareholder in respect of such share.

(b) to make such transfer of suai share as the person from whom he derives title could have made.

21. Shareholder ceasing to be qualifiedfor. registratiOn It shall be the duty of any person registered as a shareholder, whethey solely or jointly with another or others forthwith upon ceasing to be qualifie,4 to be so registered in respect of any share to give intimation thereof the Board of Directors in this regard.

Explanation For the purposes of this regulation, a shareholder may cease to be qualified for registration,-

(a) If he is a guardian of minor, on the minor attaining the majority;

(b) If he is holding shares as a Kerb, on his ceasing to be a Kerte.

22. - Calls on shares the Board may, from time to time, make such calls as it thinks fit upon' the shareholders in respect of all monies remaining unpaid. on the shares held by them, which are by the conditions of allotment not . Made payable at fixed times, and each shareholder .shall pay-the amount of every call so made on him to the person and at De time and place appointed by the Board. A call may be payable by instalments.

45 EiTrrim—isfus 41 viii it MINIM

(iii) Indian Bank shall not be bound. to recognise such executors or administrators unless they shall have obtained probate o r letters - of administration or succession certificate, ap the case allay be, from .a court of competent jurisdiction.

ProVided, however, that in a case where the Boaird id' its discretion thinks fit, it shall be lawful for the Board to dispense with the production of letters of Probate or letters of administration or succession certificate or such other legal representation, upon such terms as to indemnity or otherwise as it may think fit.

(iv) Any such person becoming entitled to a share in consequenceof death of a shareholder and any person becoming entitled to, a share in consequence of the insolvency, BankrUptcy or liquidation of a shareholder shall upon production of such evidence, as the Board may require, have the right —

(a) to be registered as a shareholder in respect of such share.

(b) to make such transfer of suai share as the person from whom he derives title could have made.

21. Shareholder ceasing to be qualifiedfor. registratiOn It shall be the duty of any person registered as a shareholder, whethey solely or jointly with another or others forthwith upon ceasing to be qualifie,4 to be so registered in respect of any share to give intimation thereof the Board of Directors in this regard.

Explanation For the purposes of this regulation, a shareholder may cease to be qualified for registration,-

(a) If he is a guardian of minor, on the minor attaining the majority;

(b) If he is holding shares as a Kerb, on his ceasing to be a Kerte.

22. - Calls on shares the Board may, from time to time, make such calls as it thinks fit upon' the shareholders in respect of all monies remaining unpaid. on the shares held by them, which are by the conditions of allotment not . Made payable at fixed times, and each shareholder .shall pay-the amount of every call so made on him to the person and at De time and place appointed by the Board. A call may be payable by instalments.

45 f.

THE GAZETTE OF INDIA ; EXTRAORDINARY [Pau 4]

23. Calls to date from resolution A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed and may be made payable by the shareholders on the registei on such date or at the discretion of the Board on such subsequent date as may be fixed by the. Board.

24. Notice of call A notice of not less than thirty days of every call shall be given specifying the time of payment provided that before the time for payment of such call the Board may by notice in writing to the shareholders revoke the same. • ' ti

25. Extension of time for payment of call The Board may, from time to time and at its discretion; extend the time fixed for the payment of any call. to all or any' of the shareholders having regard to 'distance of their residence or some other sufficient cause, but no shareholder shall, be entitled to such extension as 'a matter of right.

26.. Liabilities of joint holders ' The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

. . •

27. Amount payable at fixed time or by instalments as calls 4 ' If by the terms of issue of any share or otherwise any amount is payable at any fixed time or by instalments at fixed times, every such amount or instalment shall be p ayable s if it were call duly made by , the Board and of which due notice a had been • a given and all the provisions herein contained in respect of the calls shall relate to such amount or instalment accordingly.

et.

} 46 -=.> • -• --•• - • f.

THE GAZETTE OF INDIA ; EXTRAORDINARY [Pau 4]

23. Calls to date from resolution A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed and may be made payable by the shareholders on the registei on such date or at the discretion of the Board on such subsequent date as may be fixed by the. Board.

24. Notice of call A notice of not less than thirty days of every call shall be given specifying the time of payment provided that before the time for payment of such call the Board may by notice in writing to the shareholders revoke the same. • ' ti

25. Extension of time for payment of call The Board may, from time to time and at its discretion; extend the time fixed for the payment of any call. to all or any' of the shareholders having regard to 'distance of their residence or some other sufficient cause, but no shareholder shall, be entitled to such extension as 'a matter of right.

26.. Liabilities of joint holders ' The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

. . •

27. Amount payable at fixed time or by instalments as calls 4 ' If by the terms of issue of any share or otherwise any amount is payable at any fixed time or by instalments at fixed times, every such amount or instalment shall be p ayable s if it were call duly made by , the Board and of which due notice a had been • a given and all the provisions herein contained in respect of the calls shall relate to such amount or instalment accordingly.

et.

} 46 -=.> • -• --•• - • 19irf 4] tovil : a:igingot 47.

28. When interest on call or instalment payable If the sum payable in respect of any call or' instalments is not paid on or before the day appointed for payment thereof, the holder for the •time being or allottee of the share in respect of which a call shall have been made, or the instalment shall be due, shall pay interest on such sum at such rate as the Board may fix from time :to time,,from the day appointed for the payment thereof to the time of actual payment, but the BOard may at its discretion waive payment of such interest wholly • or in part.

Non-payment of calls by shareholder No shareholder shall be entitled to receive any dividend or to exercise any right of a shareholder until he shall have paid all calls for the time being due and payable on every share held by him, whether singly or jointly with any person, together with interest and expenses, as may be levied or charged.

Notice on non-payment of call or instalment If any shareholder fails to pay the whole or any part of any 'call or instalment or any money due in respectbf amrshares either by way of principal or interest on or before the day appointed for the payment of the same_ , Indian Bank may at any time thereafter during such time as the Call or instalment or any part thereof or other monies remain unpaid or a judgement or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on such' shareholder or on the person ( if any) entitled to the share by transmission requiring him to pay such call or instalment or such .part thereof or other monies as remain unpaid together with any interest that may have accrued and all expenses ( legal or otherwise) that may have been paid or incurred by Indian Bank by reason of such non-payment.

Notice of Forfeiture The notice of forfeiture shall name 'a day not being less than fourteen days from the date of notice and the place or places on'and at which such call or instalment or such part or other monies and such interest and expenses as aforesaid are to be paid. The notice shall also state • that in the event of non-payment on or before the time and at the,place appointed, the share in respect of which the call wag' made or instalment is payable Will be liable to be forfeited.

19irf 4] tovil : a:igingot 47.

28. When interest on call or instalment payable If the sum payable in respect of any call or' instalments is not paid on or before the day appointed for payment thereof, the holder for the •time being or allottee of the share in respect of which a call shall have been made, or the instalment shall be due, shall pay interest on such sum at such rate as the Board may fix from time :to time,,from the day appointed for the payment thereof to the time of actual payment, but the BOard may at its discretion waive payment of such interest wholly • or in part.

Non-payment of calls by shareholder No shareholder shall be entitled to receive any dividend or to exercise any right of a shareholder until he shall have paid all calls for the time being due and payable on every share held by him, whether singly or jointly with any person, together with interest and expenses, as may be levied or charged.

Notice on non-payment of call or instalment If any shareholder fails to pay the whole or any part of any 'call or instalment or any money due in respectbf amrshares either by way of principal or interest on or before the day appointed for the payment of the same_ , Indian Bank may at any time thereafter during such time as the Call or instalment or any part thereof or other monies remain unpaid or a judgement or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on such' shareholder or on the person ( if any) entitled to the share by transmission requiring him to pay such call or instalment or such .part thereof or other monies as remain unpaid together with any interest that may have accrued and all expenses ( legal or otherwise) that may have been paid or incurred by Indian Bank by reason of such non-payment.

Notice of Forfeiture The notice of forfeiture shall name 'a day not being less than fourteen days from the date of notice and the place or places on'and at which such call or instalment or such part or other monies and such interest and expenses as aforesaid are to be paid. The notice shall also state • that in the event of non-payment on or before the time and at the,place appointed, the share in respect of which the call wag' made or instalment is payable Will be liable to be forfeited.

THE GAZETTE OF INDIA : EXTRAORDINARY [PART

32.. Shares to. beforfeited on default lithe requirements of any such notice as aforesaid are not- complied • with, any of the shares in respect of which such notice.has been given may at any time thereafter for non-payment of all calls or instalments, interest and expenses or the money due in respect thereof, be forfeited by a resolution of the board to that effect at its, next meeting to beheld after the expiry of the notice. of 'forfeiture under regulation 31: Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually pala before the forfeiture. "

33. Entry of forfeiture in the register When any share has been forfeited under regulation 32, an. entry of the forfeiture with the date thereof shall be made in the registtr.

34. Forfeited shares to be property of Indian Bank and may be sold Any share so forfeited shall be deemed to be the property of Indian Bank and may be sold, reallotted or otherwise disposed of to any person upon such terms and in such manner as the Board may -decide.

. .35. Power to annul forfeiture • The Board may, at- any time, before any share so forfeited under regulation 32 shall have been sold, reallotted or otherwise disposed • ., of, annul the forfeiture thereof upon such conditions, as it may think fit. .. • • • 36. Shareholder liable to pay money owing at the time of forfeiture and interest Any shareholder whose shares have been forfeited shall, notwithstanding the forfeiture, be liable to pay and shall forthwith pay to Indian Bank all calls, instalments, interest, expenses and other monies owing Upon or in respect of such shares at the time of forfeiture with interest thereon from the time of forfeiture until payment at such rate as may be specified by the Board and the Board may enforce the payment of the whole or a portion thereof.

(..A?

48 THE GAZETTE OF INDIA : EXTRAORDINARY [PART

32.. Shares to. beforfeited on default lithe requirements of any such notice as aforesaid are not- complied • with, any of the shares in respect of which such notice.has been given may at any time thereafter for non-payment of all calls or instalments, interest and expenses or the money due in respect thereof, be forfeited by a resolution of the board to that effect at its, next meeting to beheld after the expiry of the notice. of 'forfeiture under regulation 31: Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually pala before the forfeiture. "

33. Entry of forfeiture in the register When any share has been forfeited under regulation 32, an. entry of the forfeiture with the date thereof shall be made in the registtr.

34. Forfeited shares to be property of Indian Bank and may be sold Any share so forfeited shall be deemed to be the property of Indian Bank and may be sold, reallotted or otherwise disposed of to any person upon such terms and in such manner as the Board may -decide.

. .35. Power to annul forfeiture • The Board may, at- any time, before any share so forfeited under regulation 32 shall have been sold, reallotted or otherwise disposed • ., of, annul the forfeiture thereof upon such conditions, as it may think fit. .. • • • 36. Shareholder liable to pay money owing at the time of forfeiture and interest Any shareholder whose shares have been forfeited shall, notwithstanding the forfeiture, be liable to pay and shall forthwith pay to Indian Bank all calls, instalments, interest, expenses and other monies owing Upon or in respect of such shares at the time of forfeiture with interest thereon from the time of forfeiture until payment at such rate as may be specified by the Board and the Board may enforce the payment of the whole or a portion thereof.

(..A?

48 OM III— ti us 4 11R4 Iszl 471 : WiTtlRut 49

37. Partial payment not to preclude forfeiture Neither a judgement nor a decree, inlavour of Indian Bank for calls or other monies due- in respect of any shares nor any payment or satisfaction thereunder nor the receipt by Indian.Bank of a portion of any money which shall be due from any shareholder from time to time in respect of any share's either by way of principal or interest nor indulgence granted by Indian Bank in respect of payment of any money shall -preclUde • the forfeiture of such shares under these regulations.

38. Forfeiture of share extinguishes all. claims against Bank The forfeiture of a share shall involve extinction, at the time of the forfeiture, of all interest in and all claims and demands against the Bank, in respect of the -share and all other rights incidental to the share, except only such of those rights as by these presents expressly waived.

39. Original shares null and void on sale, re issue, re allotment or disposal on being forfeited Upon any sale, re-issue, re-allotment or other disposal under the provisions of the preceding regulatiOns, the certificate(s) originally issued in respect of the relative shares shall ( unless the same -shall on demand by the Bank have been previously surrendered to it by the defaUlting member) stand cancelled and become null and void and of no effect, the Board shall be entitled to' issue a new certificate or certificates in respect of the said shares to the ,person or persons entitled thereto.

40. Application of forfeiture provisions The-provisions of these regulations as to the forfeiture shall apply in the case of non-payment of any sum which by terms of Issue of a share become payable at a fixed time, whether on account of nominal value of the shares or by way, of premium as , if the same had been payable by virtue of a call duly made.

3756 6 f/2003-7 OM III— ti us 4 11R4 Iszl 471 : WiTtlRut 49

37. Partial payment not to preclude forfeiture Neither a judgement nor a decree, inlavour of Indian Bank for calls or other monies due- in respect of any shares nor any payment or satisfaction thereunder nor the receipt by Indian.Bank of a portion of any money which shall be due from any shareholder from time to time in respect of any share's either by way of principal or interest nor indulgence granted by Indian Bank in respect of payment of any money shall -preclUde • the forfeiture of such shares under these regulations.

38. Forfeiture of share extinguishes all. claims against Bank The forfeiture of a share shall involve extinction, at the time of the forfeiture, of all interest in and all claims and demands against the Bank, in respect of the -share and all other rights incidental to the share, except only such of those rights as by these presents expressly waived.

39. Original shares null and void on sale, re issue, re allotment or disposal on being forfeited Upon any sale, re-issue, re-allotment or other disposal under the provisions of the preceding regulatiOns, the certificate(s) originally issued in respect of the relative shares shall ( unless the same -shall on demand by the Bank have been previously surrendered to it by the defaUlting member) stand cancelled and become null and void and of no effect, the Board shall be entitled to' issue a new certificate or certificates in respect of the said shares to the ,person or persons entitled thereto.

40. Application of forfeiture provisions The-provisions of these regulations as to the forfeiture shall apply in the case of non-payment of any sum which by terms of Issue of a share become payable at a fixed time, whether on account of nominal value of the shares or by way, of premium as , if the same had been payable by virtue of a call duly made.

3756 6 f/2003-7 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III-SEC. 4]

41. Lien on shares

(i). The Bank shall have a first and paramount lien

(a) on every share ( not being, a fully-paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; • •

(b) On all shares ( not being fully-paid shares) standing registered - in the nainb-of a single person; for all monies presently payable by him or his estate to the Bank.

(c) Upon all the shares registered in the name of each person (whether solely or jointly with others) and upon the proceeds of sale thereof for his debts; liabilities , and engagements, solely or jointly with any other person to or with the Bank, whether the period for the payment, fulfillment, or discharge thereof shallhave actually arrived or not and no equitable. interest in any Share shall be recogniied by the Bank over its lien:

Provided that the Board of Directors may at any time declare any share to be wholly-or in -part exempt from the provisions of this clause.

(ii) The Bank's lien , if any, on a share shall extend to all dividends payable thereon. - -- 42_ Enforcing Lien by Sale of Shares The Bank may sell,' in such manner as the Board thinks fit, any shares on which the company has a lien:

(a) if a sum in respect of which the lien exists is presently payable, and

(b) after the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

(ii) to give effect to any-such sale, the Board may authorise some officer to transfer the shares sold to the purchaser thereof.

; • • THE GAZETTE OF INDIA : EXTRAORDINARY [PART III-SEC. 4]

41. Lien on shares

(i). The Bank shall have a first and paramount lien

(a) on every share ( not being, a fully-paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; • •

(b) On all shares ( not being fully-paid shares) standing registered - in the nainb-of a single person; for all monies presently payable by him or his estate to the Bank.

(c) Upon all the shares registered in the name of each person (whether solely or jointly with others) and upon the proceeds of sale thereof for his debts; liabilities , and engagements, solely or jointly with any other person to or with the Bank, whether the period for the payment, fulfillment, or discharge thereof shallhave actually arrived or not and no equitable. interest in any Share shall be recogniied by the Bank over its lien:

Provided that the Board of Directors may at any time declare any share to be wholly-or in -part exempt from the provisions of this clause.

(ii) The Bank's lien , if any, on a share shall extend to all dividends payable thereon. - -- 42_ Enforcing Lien by Sale of Shares The Bank may sell,' in such manner as the Board thinks fit, any shares on which the company has a lien:

(a) if a sum in respect of which the lien exists is presently payable, and

(b) after the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

(ii) to give effect to any-such sale, the Board may authorise some officer to transfer the shares sold to the purchaser thereof.

; • •

43. Application of proceeds of sale of shares The net proceeds of any sale of shares under. regulation 42 after deduction of .costs, of such sale, shall be applied_in or towards the satisfaction of the debt or liability in respect whereof the lien exists so far as the same is presently payable and the residue, if any, be paid to the shareholders or the person, if any, entitled by transmission to the shares so•sold..

44.. Certificate of forfeiture A certificate in writing under the hands of any director, or Company Secretary or any other officer of the Bank not below.the rank of Scale II of Indian Bank duly authorised in this behalf, that the call in respect of a share was made and that the forfeiture of the share was made by a resolution of the Board to that effect, shall be conclusive evidence .of the fact stated therein as against all persons entitled to such shares.

45. Title of purchaser and allottee of forfeited share Indian Bank may receive the consideration, if any, given for the share on any sale, reallotment or other dispo_sition-theceof and the person to whom such share is sold, realloted or disposed of may be registered as the holder of the share and shill not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity or. invalidity in the proceedings in reference to the forfeiture, sale, reallotment or other disposal of the share and the remedy of any person aggrieved by the sale shall be in damages only and against Indian Bank exclusively.

46. Service of a notice or document to shareholders (I) The Bank may serve a notice or a document on any shareholder either personally, or by ordinary post at his registered address or if he has not registered address in India, at the address, if any, within India supplied by him to' the Bank for giving of notice to him.

(ii) Where a document or a notice is sent by post, the service of such document or notice shall be deemed to bye effkted by properly addressing, prepaying and posting a letter containing the document or notice:

43. Application of proceeds of sale of shares The net proceeds of any sale of shares under. regulation 42 after deduction of .costs, of such sale, shall be applied_in or towards the satisfaction of the debt or liability in respect whereof the lien exists so far as the same is presently payable and the residue, if any, be paid to the shareholders or the person, if any, entitled by transmission to the shares so•sold..

44.. Certificate of forfeiture A certificate in writing under the hands of any director, or Company Secretary or any other officer of the Bank not below.the rank of Scale II of Indian Bank duly authorised in this behalf, that the call in respect of a share was made and that the forfeiture of the share was made by a resolution of the Board to that effect, shall be conclusive evidence .of the fact stated therein as against all persons entitled to such shares.

45. Title of purchaser and allottee of forfeited share Indian Bank may receive the consideration, if any, given for the share on any sale, reallotment or other dispo_sition-theceof and the person to whom such share is sold, realloted or disposed of may be registered as the holder of the share and shill not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity or. invalidity in the proceedings in reference to the forfeiture, sale, reallotment or other disposal of the share and the remedy of any person aggrieved by the sale shall be in damages only and against Indian Bank exclusively.

46. Service of a notice or document to shareholders (I) The Bank may serve a notice or a document on any shareholder either personally, or by ordinary post at his registered address or if he has not registered address in India, at the address, if any, within India supplied by him to' the Bank for giving of notice to him.

(ii) Where a document or a notice is sent by post, the service of such document or notice shall be deemed to bye effkted by properly addressing, prepaying and posting a letter containing the document or notice:

Provided that where a shareholder has intimated to the Bank in advance that documents should be sent to him under a certificate of posting or by registered post, with or without acknowledgement due or by courier service or in an electronic mode and has deposited with the Bank a sum sufficient to defray the expenses of doing so, service of the document or notice shall not be deemed to be effected unless it is sentin the manner intimated by the shareholder. And such service shall be deemed to have been effected in the case of a notice of a meeting at the expiration of forty eight hours after the letter containing the same is posted, and in any other case, at the time at which the letter would have been delivered in the ordinary course of post or electronic media, as the case may be.

(iii) . A notice or a doument advertised in a newspaper widely circulated in India shall be deemed to be duly served on the day on which the advertisement appears on every shareholder of the bank who has no registered address in India and has not supplied to the Bank an address within India for giving of notice to him.

(iv) A notice or document may be served by the Bank on the joint 'holder of a share by effecting-service-on the joint holder named first in the register in respect of the share and notice so given shall be sufficient notice to all the holders of the said shares.

A notice or a dodument may be served by the Bank on thp "persons entitled to a share upon death or in consequenCe of the insolvency- of a shareholder by sending it through post in a prepaid letter addressed- to them by nanie, or by the title of representatives of the deceased , or assignees of the insolitent, or by any like description, at the address, If any, In India supplied for the purpose by the persons, claiming to be entitled, or until such an address has been so supplied, by serving the document in any manner in which it might: have been served.if the death'or insolvency had not occurred.

The signature to any notice to be given by the Indian Bank may be written or printed.

(vi) TTY GAZETTE OF INDIA : EXTRAORDINARY [PART III—Sic. 4J

Provided that where a shareholder has intimated to the Bank in advance that documents should be sent to him under a certificate of posting or by registered post, with or without acknowledgement due or by courier service or in an electronic mode and has deposited with the Bank a sum sufficient to defray the expenses of doing so, service of the document or notice shall not be deemed to be effected unless it is sentin the manner intimated by the shareholder. And such service shall be deemed to have been effected in the case of a notice of a meeting at the expiration of forty eight hours after the letter containing the same is posted, and in any other case, at the time at which the letter would have been delivered in the ordinary course of post or electronic media, as the case may be.

(iii) . A notice or a doument advertised in a newspaper widely circulated in India shall be deemed to be duly served on the day on which the advertisement appears on every shareholder of the bank who has no registered address in India and has not supplied to the Bank an address within India for giving of notice to him.

(iv) A notice or document may be served by the Bank on the joint 'holder of a share by effecting-service-on the joint holder named first in the register in respect of the share and notice so given shall be sufficient notice to all the holders of the said shares.

A notice or a dodument may be served by the Bank on thp "persons entitled to a share upon death or in consequenCe of the insolvency- of a shareholder by sending it through post in a prepaid letter addressed- to them by nanie, or by the title of representatives of the deceased , or assignees of the insolitent, or by any like description, at the address, If any, In India supplied for the purpose by the persons, claiming to be entitled, or until such an address has been so supplied, by serving the document in any manner in which it might: have been served.if the death'or insolvency had not occurred.

The signature to any notice to be given by the Indian Bank may be written or printed.

(vi) TTY GAZETTE OF INDIA : EXTRAORDINARY [PART III—Sic. 4J Cni4III—ou5 4] •-1TIV lkiA114 WITETRW 53

CHAPTER III. .

SECURITIES OF THE BANK HELD IN A DEPOSITORY

47. Agreement between a depository and the Bank The Bank may enter into an agreement with one or more depository as defined in section 2(e) of the Depositories Act, 1996 to avail of its services in respect of securities issued by the Bank.

CHAPTER IV MEETINGS OF SHAREHOLDERS Notice convening an Anilual General Meeting • A notice convening an annual general meeting of the shareholders signed by the Chairman and Managing Director or Executive Director or any officer not below the rank of Scale VII or Company Secretary of Indian Bank-shall be published at least twenty one clear days before_the.meeting in not less than two daily newspapers having wide circulatiori in India.

(ii) Every such notice shall state the time, date and place of such meeting, and also the business that shall' be transacted at that meeting.

(iii) The time and date of such "meeting shall be as specified by the Board. The meeting shall be held at the place of head office of Indian Bank.

49.. Extraordinary General Meeting The Chairman and Managing Director or In his absence the .

Executive Director of the Bank or in his absence any one of the Directors of the Bank may convene an Extra Ordinary General Meeting of shareholders if so directed by the Board, or on a requisition for such a meeting having been received either from the Central government or from other shareholders holding shares, carrying, in the aggregate, not less than ten perZent of the total voting rights of all the shareholders.

(i)

(i) Cni4III—ou5 4] •-1TIV lkiA114 WITETRW 53

CHAPTER III. .

SECURITIES OF THE BANK HELD IN A DEPOSITORY

47. Agreement between a depository and the Bank The Bank may enter into an agreement with one or more depository as defined in section 2(e) of the Depositories Act, 1996 to avail of its services in respect of securities issued by the Bank.

CHAPTER IV MEETINGS OF SHAREHOLDERS Notice convening an Anilual General Meeting • A notice convening an annual general meeting of the shareholders signed by the Chairman and Managing Director or Executive Director or any officer not below the rank of Scale VII or Company Secretary of Indian Bank-shall be published at least twenty one clear days before_the.meeting in not less than two daily newspapers having wide circulatiori in India.

(ii) Every such notice shall state the time, date and place of such meeting, and also the business that shall' be transacted at that meeting.

(iii) The time and date of such "meeting shall be as specified by the Board. The meeting shall be held at the place of head office of Indian Bank.

49.. Extraordinary General Meeting The Chairman and Managing Director or In his absence the .

Executive Director of the Bank or in his absence any one of the Directors of the Bank may convene an Extra Ordinary General Meeting of shareholders if so directed by the Board, or on a requisition for such a meeting having been received either from the Central government or from other shareholders holding shares, carrying, in the aggregate, not less than ten perZent of the total voting rights of all the shareholders.

(i)

(i) THE GAZETTE OF INDIA : EXTRAORDINARY [Parr III—SEc. 4] '•

(ii) The requisition referred in sub-regulation ( ) shall state the purpose for which the Extra Ordinary General Meeting is required to be convened, but may consist of several docOmenth in like form each signed by one or more of the requisitionists.

(iii) Where two or more persons hold any shares jointly, the . requisition .or a notice calling a meeting, signed by one or some of them shall, for the purpose of this 'regulation have the same force and effect as if it had been signed by all of them.

(iv) The time, date and place of the Extra Ordinary General Meeting shall be decided by the Board.

Provided that the Extra Ordinary -General Meeting convened on the requisition by the Central Government or other shareholder shall be convened not later than 45.

days cif the receipt of the requisition.

54

(v) If the Chairman and Managing Director or in his absence the Executive Director, as the case may be, does not convene a meeting as required by sub-regulation ,( ) within the period stipulated in the, proviso to sub4egUlation (iv), the meeting may be called by, the requisitionist themselves within three months from the date of the requisition:

Provided that nothing in this pub-regulation shall be deemed to prevent a meeting duly, convened before the expiry of the period of three months aforesaid, frorn being adjourned to some day after the expiry of that period.

(vi) A meeting called under sub-regulation (v) by the requisitionist shall be called in the same manner, as nearly as possible as that in which the other general meetings are called by , the Board.

50. Quorum of general meeting No business shall be transacted at any meeting of the shareholders unless =quorum of at least five shareholders entitled to vote at such meeting in person are present at the commencement of such business. 4, '41 THE GAZETTE OF INDIA : EXTRAORDINARY [Parr III—SEc. 4] '•

(ii) The requisition referred in sub-regulation ( ) shall state the purpose for which the Extra Ordinary General Meeting is required to be convened, but may consist of several docOmenth in like form each signed by one or more of the requisitionists.

(iii) Where two or more persons hold any shares jointly, the . requisition .or a notice calling a meeting, signed by one or some of them shall, for the purpose of this 'regulation have the same force and effect as if it had been signed by all of them.

(iv) The time, date and place of the Extra Ordinary General Meeting shall be decided by the Board.

Provided that the Extra Ordinary -General Meeting convened on the requisition by the Central Government or other shareholder shall be convened not later than 45.

days cif the receipt of the requisition.

54

(v) If the Chairman and Managing Director or in his absence the Executive Director, as the case may be, does not convene a meeting as required by sub-regulation ,( ) within the period stipulated in the, proviso to sub4egUlation (iv), the meeting may be called by, the requisitionist themselves within three months from the date of the requisition:

Provided that nothing in this pub-regulation shall be deemed to prevent a meeting duly, convened before the expiry of the period of three months aforesaid, frorn being adjourned to some day after the expiry of that period.

(vi) A meeting called under sub-regulation (v) by the requisitionist shall be called in the same manner, as nearly as possible as that in which the other general meetings are called by , the Board.

50. Quorum of general meeting No business shall be transacted at any meeting of the shareholders unless =quorum of at least five shareholders entitled to vote at such meeting in person are present at the commencement of such business. 4, '41 r TIT . 1.110 ti4141 : WITE117,4

(ii) If within half. an hour after the time appbinted for the holding of a meeting, a quorum is not present, in the case Of a meeting called by a requisition of -shareholders other than the' Central Government, the meeting shall stand dissolved.

(iii) in any other case if within half an hour after the time appointed for the holding of a meeting, a quorum is not present the meeting-shall standadjourned to the same day in the next week, at the same time and place or to such other day and such other time and place as the Chairman may. determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the shareholders who are-present in person or by proxy. or by duly authorised representative at such adjourned meeting shall be quorum and may transact the business for which the meeting was called:...

Provided that no annual general meeting shall be adjourned to a date later than the date within which such annual general meeting shall be held in terms of section 10A (1) of the Act and if adjournment of the meeting to the same day in the following week would have this effect, the annual general meeting shall not be adjourned but the business of the meeting shall be commenced within one hour from the time appointed for the meeting if the' quorum is present or immediately after the expiry of one hour that time and those shareholders who are present in person or by proxy or by' duly authdrised representative at such time shall form the quorum.

61. Chairman at general meeting (I) The Chairman and Managing Director or in his absence, the Executive Director or in his absence such one of the directors as may be generally or in relation to a particular meeting be' authorised by the Chairman and Managing Director or in his absence, the Executive Director in this behalf, shall be the chairman of the meeting and if the Chairman and Managing Director or the Executive Director or any other director authorised in this behalf is not present, the meeting may elect any other directorpresent to be the chairman of the meeting.

r TIT . 1.110 ti4141 : WITE117,4

(ii) If within half. an hour after the time appbinted for the holding of a meeting, a quorum is not present, in the case Of a meeting called by a requisition of -shareholders other than the' Central Government, the meeting shall stand dissolved.

(iii) in any other case if within half an hour after the time appointed for the holding of a meeting, a quorum is not present the meeting-shall standadjourned to the same day in the next week, at the same time and place or to such other day and such other time and place as the Chairman may. determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the shareholders who are-present in person or by proxy. or by duly authorised representative at such adjourned meeting shall be quorum and may transact the business for which the meeting was called:...

Provided that no annual general meeting shall be adjourned to a date later than the date within which such annual general meeting shall be held in terms of section 10A (1) of the Act and if adjournment of the meeting to the same day in the following week would have this effect, the annual general meeting shall not be adjourned but the business of the meeting shall be commenced within one hour from the time appointed for the meeting if the' quorum is present or immediately after the expiry of one hour that time and those shareholders who are present in person or by proxy or by' duly authdrised representative at such time shall form the quorum.

61. Chairman at general meeting (I) The Chairman and Managing Director or in his absence, the Executive Director or in his absence such one of the directors as may be generally or in relation to a particular meeting be' authorised by the Chairman and Managing Director or in his absence, the Executive Director in this behalf, shall be the chairman of the meeting and if the Chairman and Managing Director or the Executive Director or any other director authorised in this behalf is not present, the meeting may elect any other directorpresent to be the chairman of the meeting.

THE GAZETTE OF INDIA : EXTRAORDINARY , [PART III °- Svc. 4]

(ii) The chairman of the general meeting shall regulate the procedure at general meetings and in particular shall have power to decide the order in which the , shareholders may address the meeting to fix a time limit for speeches, to apply the closure, when in his opinion, any matter has been sufficiently discussed and to adjourn the meeting.

52. Persons entitled to attend,general meetings.

(i) All directors and all shareholders of Indian Bank shall, subject to the provisions of sub-regulation (ii), be entitled to attend a general meeting.

(ii) A shareholder (not being the Central Government) or. a Director, attending a general meeting shall for the purpose of identification and to determine his voting rights, be required to sign and deliver to the Bank a form to be specified by the chairman containing particulars relating to —

(a) his full, name and registered address;

(b) the distinctive numbers of his shares;

(c) whether he is entitled to vote and the number of votes to which he is entitled in person or by proxy or as a duly authorised representative.

53. Voting at general meetings (I) At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded be decided on a show of hands.

(ii) Save as otherwise provided in the Act every matter submitted to a general meeting shall be decided by a majority of votes.

(iii) Unless a poll is demanded under sub-regulation (i), a declaration by the Chairman of, the meeting that a resolution on show of hands has or has, not been carried, either unanimously or by a particular majority and an entry to that effect in the books containing the minutes of the proceedings, shall be conclusive evidenCe of the fact, THE GAZETTE OF INDIA : EXTRAORDINARY , [PART III °- Svc. 4]

(ii) The chairman of the general meeting shall regulate the procedure at general meetings and in particular shall have power to decide the order in which the , shareholders may address the meeting to fix a time limit for speeches, to apply the closure, when in his opinion, any matter has been sufficiently discussed and to adjourn the meeting.

52. Persons entitled to attend,general meetings.

(i) All directors and all shareholders of Indian Bank shall, subject to the provisions of sub-regulation (ii), be entitled to attend a general meeting.

(ii) A shareholder (not being the Central Government) or. a Director, attending a general meeting shall for the purpose of identification and to determine his voting rights, be required to sign and deliver to the Bank a form to be specified by the chairman containing particulars relating to —

(a) his full, name and registered address;

(b) the distinctive numbers of his shares;

(c) whether he is entitled to vote and the number of votes to which he is entitled in person or by proxy or as a duly authorised representative.

53. Voting at general meetings (I) At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded be decided on a show of hands.

(ii) Save as otherwise provided in the Act every matter submitted to a general meeting shall be decided by a majority of votes.

(iii) Unless a poll is demanded under sub-regulation (i), a declaration by the Chairman of, the meeting that a resolution on show of hands has or has, not been carried, either unanimously or by a particular majority and an entry to that effect in the books containing the minutes of the proceedings, shall be conclusive evidenCe of the fact, {MN III—(sfug.43 ITRffI toTitt : NRtri 57 without proof of the number or proportion of the votes cast in favour of, or againet, such resolution.

(iv) Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll May be ordered to be taken by the chairman of the meeting of his own motion, and shall be ordered to be taken by him on a demand made in that behalf by any shareholder or shareholdees present In person or by proxy and holding shares in Indian Bank which confer a power to vote on the resolution not being less than one 'fifth of the total voting power in respect of the resolUtion.

(v) The demand for a poll May be withdrewn at any'iline bY the person or persons who made the demand.

(vi) A poll demanded on a question of adjournment or election of chairman of the meeting shall be taken forthwith.

(vii) A poll demanded on any other question shall be taken at such time not being later than forty-eight hours from the time when the demand was made,. as the chairman of the meeting may direct.

(viii) The decision of the chairmen of the meeting as to the qualification of any person to vote, and also in the case of poll, as to the number of votes any person is competent to exercise shall be final.

63 A Scrutineers at Poll

4.

(i) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers to scrutinize the votes given on the poll and to report thereon to him.

(ii) The Chairman of the meeting shall have the power, at,any time before the result of the poll is declared, to remove a scrutineers from the office and to fill the vacancy in the office of the scrutineers arising from such removal or from any other cause.

{MN III—(sfug.43 ITRffI toTitt : NRtri 57 without proof of the number or proportion of the votes cast in favour of, or againet, such resolution.

(iv) Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll May be ordered to be taken by the chairman of the meeting of his own motion, and shall be ordered to be taken by him on a demand made in that behalf by any shareholder or shareholdees present In person or by proxy and holding shares in Indian Bank which confer a power to vote on the resolution not being less than one 'fifth of the total voting power in respect of the resolUtion.

(v) The demand for a poll May be withdrewn at any'iline bY the person or persons who made the demand.

(vi) A poll demanded on a question of adjournment or election of chairman of the meeting shall be taken forthwith.

(vii) A poll demanded on any other question shall be taken at such time not being later than forty-eight hours from the time when the demand was made,. as the chairman of the meeting may direct.

(viii) The decision of the chairmen of the meeting as to the qualification of any person to vote, and also in the case of poll, as to the number of votes any person is competent to exercise shall be final.

63 A Scrutineers at Poll

4.

(i) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers to scrutinize the votes given on the poll and to report thereon to him.

(ii) The Chairman of the meeting shall have the power, at,any time before the result of the poll is declared, to remove a scrutineers from the office and to fill the vacancy in the office of the scrutineers arising from such removal or from any other cause.

55.

THE GAZETTE OF INDIA : EXTRAORDINARY [PART 4j

(iii) Of the two scrutineers appointed under this regulation one shall . be a shareholder ( not being an Officer or employee of the Bank) present at the meeting: provided that, such a shareholder is available and.willing to be appointed.

• 53 B Manner of taking poll and result thereof (I) The Chairman of the meeting shall have power to regulate the manner in which a poll shall be taken.

(ii) The result of the poll shall be deemed to be the decision of the meeting, on the resolution on which the poll was taken.

54.. Minutes of general meetings

(i) Indian Bank shall cause the minutes of all proceedings to be maintained in the books kept for the purpose.

(ii) Any such • minutes, if purporting to be signed by the • chairman of the meeting at which the proceedings were held, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

(iii) Until the contrary is --proved,- every general meeting in respect of the proceedings hereof minutes have been so made shall be deemed to have, been duly called and held, and all proceedings held thereat to have been duly held.

(iv) On written request made by a shareholder for inspection of the minute book or for a copy of the minute of a specified meeting, the Bank shall allow the inspection or furnish the copy of the minute, as the case may be, to the shareholder.

- CHAPTER V ELECTION OF DIRECTORS Directors to, be elected at general meeting A director.under clause (i) of sub-section (3) of Section 9 of the Act shall .be elected by the shareholders on_;the register, other than•the Central Government, from amongst themselves in the general meeting of Indian Bank. .

• •

55.

THE GAZETTE OF INDIA : EXTRAORDINARY [PART 4j

(iii) Of the two scrutineers appointed under this regulation one shall . be a shareholder ( not being an Officer or employee of the Bank) present at the meeting: provided that, such a shareholder is available and.willing to be appointed.

• 53 B Manner of taking poll and result thereof (I) The Chairman of the meeting shall have power to regulate the manner in which a poll shall be taken.

(ii) The result of the poll shall be deemed to be the decision of the meeting, on the resolution on which the poll was taken.

54.. Minutes of general meetings

(i) Indian Bank shall cause the minutes of all proceedings to be maintained in the books kept for the purpose.

(ii) Any such • minutes, if purporting to be signed by the • chairman of the meeting at which the proceedings were held, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

(iii) Until the contrary is --proved,- every general meeting in respect of the proceedings hereof minutes have been so made shall be deemed to have, been duly called and held, and all proceedings held thereat to have been duly held.

(iv) On written request made by a shareholder for inspection of the minute book or for a copy of the minute of a specified meeting, the Bank shall allow the inspection or furnish the copy of the minute, as the case may be, to the shareholder.

- CHAPTER V ELECTION OF DIRECTORS Directors to, be elected at general meeting A director.under clause (i) of sub-section (3) of Section 9 of the Act shall .be elected by the shareholders on_;the register, other than•the Central Government, from amongst themselves in the general meeting of Indian Bank. .

• DIN wo-4-4] IfiRd alVItTRin 59

(ii) Where

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