KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

Board’s power to refuse registration
35. (a) Notwithstanding anything contained in these Articles and subject to section 111(8) of the Act, the
Directors may in their absolute and uncontrolled discretion decline to register or acknowledge any transfer of shares
and the right of refusal shall not be affected by the circumstance that the proposed transferee is already a member
of company. In particular and without prejudice to the generally of the above powers the Directors may also refuse to
register the transfer of any shares upon which the Company has a lien or when the Directors are or opinion that it is
not desirable to admit the proposed transferee to membership. Provided that the registration of a transfer shall not
be refused on the ground of the transferor being either alone or jointly with any other person or persons, in debited
to the company on any account whatsoever except where calls are payable in respect of such shares.
(c) If the Company refuses, whether in pursuance of any power under these Articles or otherwise to register, to
register any such transfer or transmission or right, it shall within two months from the date on which the instrument
of transfer or the intimation of such transmission, as the case may be, was delivered to the Company send notice of
the refusal to the transferee and the transferor or to person giving intimation of such transmission as the case may
be.
Transmission of shares
38. Any person become entitled to shares in consequence of the death or insolvency of any lawful means
otherwise than by transfer in accordance with these presents, upon producing such evidence of his title as the
Directors think sufficient, may, with the consent of Directors (which they shall not be under any obligation in give) be
registered as a member in respect of such shares or may, subject to the regulations as to transfer hereinbefore
contained transfer such shares. This Article is hereinafter referred to as “the Transmission Article”.
40. Every transmission of a share shall be varied in such manner as the Directors may require and the company may
refuse to register any 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 accepted any indemnity. The
Directors shall have the same right to refuse to register a person as member entitled any transmission to any shares
or his nominees as if he was the transferee named in an ordinary transfer presented for registration.
Closure of register
42. The transfer Book and the Register of member may be closed upon given such notice as is required by
section 154 of the Act during such time as the Director think fit not exceeding in the aggregate forty five days in each
year but not exceeding thirty days at any one time.
GENERAL MEETING
43. All general meeting other than Annual General Meeting shall be called extra-ordinary General Meetings.
44. (i) The Board may whenever it thinks fit, call an extraordinary general meeting.
(ii) If at anytime there are not within India Directors capable of acting who are sufficient in number to from a
quorum any Director or the members holding 1/10th of the paid up share capital of the Company may call an
extraordinary general meeting in the same manner as nearly as possible, as that in which such a meeting may be
called by the Board.
45. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time
when the meeting proceeds to business.
(ii) Subject to the provisions of the Act and save as herein otherwise provided any five members present in
person shall be a quorum.
(iii) If within half-an-hour from the time appointed for the meeting a quorum be not present, the meeting, if
convened upon such requisition as aforesaid shall be dissolved but in any other cast it shall stand adjourned
to the same day in the next week at the same time and place or to such other day and at such time and place
as the Board may by notice appoint and if at such adjourned meeting a quorum be not present within halfan-hour
from the time appointed for holding the meeting those members who are present and not being less
than two shall be a quorum and may transact the business for which the meeting was called.
46. The Chairman of the Board of Directors, if any, shall be entitled to take the chair at every General Meeting or if
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