election by executing in favour of his nominee an instrument of transfer in accordance so he shall not
be freed from any liability in respect of such shares. This clause is hereinafter referred to as the
‘Transmission Clause’.

 

Refusal to register nominee

63. Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse
register a person entitled by the transmission to any shares or his nominee as if he were the transferee
named in an ordinary transfer presented for registration.

Board may require evidence of transmission

64. Every transmission of a share shall be verified in such manner as the Directors may require and the
Company may refuse to register any such transmission until the same be so verified or until or unless
an indemnity be given to the Company with regard to such registration which the Directors at their
discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the
Company or the Directors to accept any indemnity.

Company not liable for disregard of a notice prohibiting registration of transfer

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

 

Form of transfer outside India

66. In the case of any share registered in any register maintained outside India the instrument of transfer
shall be in a form recognised by the law of the place where the register is maintained but subject
thereto shall be as near to the form prescribed in Article 56 hereof as circumstances permit.

No transfer to insolvent etc.

67. No transfer shall be made to an insolvent or person of unsound mind.

NOMINATION

Nomination

68.(i) | Notwithstanding anything contained in the Articles, every holder of shares or debentures of the
Company may, at any time, nominate a person in whom his/her shares or debentures shall vest in the
event of his/her death and the provisions of Section 72 of the Companies Act, 2013 shall apply in
respect of such nomination.

68(ii) No person shall be recognised by the Company as a nominee unless an intimation of the appointment
of the said person as nominee has been given to the Company during the lifetime of the holder(s) of the
shares or debentures of the Company in the manner specified under Section 72 of the Companies Act,

2013.

68(iii) The Company shall not be in any way responsible for transferring the shares and/or debentures
consequent upon such nomination.

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