38.b No Member paying any such sum in advance shall be entitled to voting rights in respect of the moneys
so paid by him until the same would but for such payment become presently payable. The provisions of
this Article shall mutatis mutandis apply to calls on Debentures issued by the Company.

LIEN
Company to have lien on shares

39. The Company shall have a first and paramount lien (a) on every shares/debentures (other than fully
paid-up shares/ debentures), for all money (whether presently payable or not) called, or payable at a
fixed time, in respect of that share/debenture; and (b) on all shares/debentures (other than fully paid-up
shares/debentures) that are registered in the name of each member, for all moneys, presently payable by
him or his estate to the Company. Provided that the Board of Directors may at any time declare any
share/debenture to be wholly or in part exempt from the provisions of this Article. Such lien shall
extend to all dividends and bonuses from time to time declared in respect of such shares/debentures.
Unless otherwise agreed, the registration of transfer of shares/debentures shall operate as a waiver of
the Company’s lien if any, on such shares/debentures. The fully paid up shares shall be free from all
lien and that in case of partly paid shares, the Company’s lien shall be restricted to money called or
payable at a fixed time in respect of such shares/debentures and no equitable interest in any share shall
be created except upon the footing and condition that this Article shall have full effect.

As to enforcing lien by sale

40. For the purpose of enforcing such lien the Directors may sell the shares subject thereto in such manner
as they shall think fit, but no sale shall be made until such period as aforesaid shall have arrived and
until notice in writing of the intention to sell shall have been served on such member or the person (if
any) entitled by transmission to the shares and default shall have been made by him in payment,
fulfilment of discharge of such debts, liabilities or engagements for seven days after such notice. To
give effect to any such sale the Board may authorise some person to transfer the shares sold to the
purchaser thereof and purchaser shall be registered as the holder of the shares comprised in any such
transfer. Upon any such sale as the certificates in respect of the shares sold shall stand cancelled and
become null and void and of no effect, and the Directors shall be entitled to issue a new certificate or
certificates in lieu thereof to the purchaser or purchasers concerned.

Application of proceeds of sale

41. The net proceeds of any such sale shall be received by the Company and applied in or towards payment
of such part of the amount in respect of which the lien exists as is presently payable and the residue, if
any, shall (subject to lien for sums not presently payable as existed upon the shares before the sale) be
paid to the person entitled to the shares at the date of the sale.

FORFEITURE AND SURRENDER OF SHARES
If call or instalment not paid, notice may be given

42. If any Member fails to pay the whole or any part of any call or instalment or any moneys due in respect
of any shares either by way of principal or interest on or before the day appointed for the payment of
the same, the Directors may, at any time thereafter, during such time as the call or instalment or any
part thereof or other moneys as aforesaid remains unpaid or a judgement or decree in respect thereof
remains unsatisfied in whole or in part serve a notice on such Member or on the person (if any) entitled
to the shares by transmission, requiring him to pay such call or instalment of such part thereof or other
moneys as remain unpaid together with any interest that may have accrued and all reasonable expenses
(legal or otherwise) that may have been accrued by the Company by reason of such non-payment.
Provided that no such shares shall be forfeited if any moneys shall remain unpaid in respect of any call
or instalment or any part thereof as aforesaid by reason of the delay occasioned in payment due to the
necessity of complying with the provisions contained in the relevant exchange control laws or other
applicable Laws of India, for the time being in force.

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