(a) the transfer of the shares is in contravention of the provisions of thiK Act or regulations made thereunder or any other law;
(b) the transfer of the shares, in the opinion of the Board, is prejudicial to the interests of the Development Bank or to the public interest;
(c) the transfer of shares is prohibited by an order of a court, tribunal or an)y other authority under any law for the time being in force.
(2) The Board shall, before the expiry of two months from the date on which the instrument of transfer of shares of Development Bank is lodged with it for the purpose of registration, of such transfer, not only form, in good faith, i,tg opinion as to whether such registration ought not or ought to be refused on any of the grounds referred to in sub-section (1) but also,—
(a) if it has formed th& opinion that such registration oufiht not be so refused, effect such registration; and
(b) if it is has, formed the opinion that such registration ought to be refused on any of the grounds mentioned in sub-section
(1). intimate the transferor and the transferee by notice in writing.
(3) An appeal against the o der or refusal of the Board under sub-section (2) shall He to the Central Government and the procedure for filing and hearing of such appeal shall be in accordance with the rules made by the Central Government in this behalf.
Shares to be securities under Indian Trusts Act, 1982.
13E. Notwithstanding anything contained in the Indian Trusts Act, 1882, the shares of the Development Bank shall be deemed to be included amone the securities enumerated in section 20 of the said Act.
2 of 1882.
SEC. 1] THE GAZETTE OF I]\DIA EXTRAORDINARY 9
CHAPTER IV-B MEETINGS AND PROCEEDINGS
13F. (-0 The Development Bank shall in each year hold, in addition to any other meetings, a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it; and not more than fifteen months ->hall elapse between the date of one annual general meeting and that of the next:
Provided that the Development Bank may hold the first annual general meeting within a period ot six months from the date on which it allots shares for the first tune to public tor subscription:
Provided further that the Central Government may extend the time within which any annual General meeting .hall be heid by a period not exceeding three months.
(2) Every annual general meeting shall be called for a time during business hours, on a day that is not a public holiday, and shall be held either at head office or at some other place within the city or town in which the head office is -Jituate.
Annual t-eneriil inecling.
ihotltSh
Explanation.—For the purposes oi' this section, "public holiday" means, a public holiday v, ithin the meaning of the Negotiable Instruments Act 1881:
Provided that no Sunday shall be deemed to be such a holiday in relation to any meeting:
Provided further that no day declared by the Central Government to be a public hob" day shall be deemed to be such a holiday, in relation to any meeting, unless the declaration was notified before the issue of the notice convening such meeting.
13G. Every shareholder of the Development Bank holding equity shares shall have a rieht to vote in respect of such shares on every resolution and his voting right on a poll shall be in proportion to his share of the paid up equity capital of the Development Bank:
Provided however, that no shareholder, other than the Ceairul Government shall be entitled to exercise voting rights in respect of any equity shares held by him in excess of ten per cent, of the issued equity capital.
Kestrici)iiii On exercising of voting right.
13H.U) The shareholders present fit an annual genera} meeting shall be untitled to discuss and adopt—
(a) the balance sheet and profit and loss account of the Development Bank made up to the date on which its accounts are closed and balanced;
(b) the report of workinu of the Development Bank for the period covered by the accounts;
(c) the oudiitor's report on the balance .sheet and accounts:
Wallers to be lllSCUS- sed and procedure in nnunl jreneral mtc' ing 10 THE GAZETTE OF INDIA EXTRAORDINARY [PART II— (dD proposals for declaration of dividend and capitalisation of reserves.
(2) The share-holders present at an annual general meeting may also discuss any other matter to be transacted at such meetings in accordance with the provisions of this Act.
(3) The matters relating to—
(a) the manner in which annual general meeting or other meeiings are held under this Act and the procedure LO be followed thereai;
(h) ihe manner in which voting rights may he exercised and resolutions may be passed; an<l
(c) the procedure for transaction of business at such meeiings and related matters, shall be as may be prescribed.".
\mondment ot section IK Amendment of -.action 1 1
15. In section 18 of the principal Act, in sub-section (3), for the words lenxral Government", the words "Developmest Bank" shall be -jubstiuted.
1C. In section 22 of the principal Act, in sub-section (2), the following jh-section shall be substituted, namely:— "(2) Aftei making provision for bad and doubtful debts, depreciation of asset sand for all other matters for which provision is necessary or expedient or which is usually provided for by bankers and for the reserve fund referred to in sub-section (/), and after transfcrtinc a part nf the profits to such other reserves or funds as may be considered appropriate, the Board may, out of its net profits, declare a dividend.".
Amendment of section
23.
17. (7) In section 23 of the principal Act,—
(a) for sub-section (1), the following sub-section shall be substiluied, namely:— "(1) The accounts of the Development Bank shall be audited by auditors duly qualified to ait as auditors under sub-section (1) of section 226 6f the Companies Act, 1956 who shall be appointed by the Development Bank in general meeting of the shareholders out of the panel of auditors approved by the Reserve Bank foi such term and on such remuneration as the Reserve Bank may fix.".
(b) in sub-section (?), for the words "within four months from the date on which its accounts are closed and balanced", ihe words "within one month from the date on which the annual general meeting is held" shall be substituted.
1 Ot W£>. , Insei tion rif new section 32 A.