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APR Constructions Limited - Saffron Capital

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Every holder of shares in, or holder of debentures of the company, may at any time, subject to the provisions of the<br />

Section 109A of the Companies Act, 1956 nominate in the manner by the board of directors, a person in whom shares<br />

or debentures of the company shall vest in the event of his death.<br />

Any person who becomes a nominee by virtue of the provision of Section 109A may upon the production of such<br />

evidence and on such application may be required by the board and subject to the provision of Section 109B of the<br />

Companies Act, 1956 elect, either –<br />

a) to be registered himself as holder of share or debenture, as the case may be or<br />

b) to make such transfer of the share or debenture, as the case may be, as the deceased shareholder or debenture<br />

holder, as the case may be, could have made.<br />

c) Issue of Sweat Equity Shares/Employees Stock Option Schemes.<br />

d) Subject to the provisions of these Articles and in accordance with the provisions of Section 79A of the shares<br />

under Employees Stock Option Schemes to the persons entitled thereto.<br />

47. NO FEE ON TRANSFER OR TRANSMISSION<br />

(a) No fees shall be charged for registration of transfer, transmission, probate, succession certificate and letters of<br />

administration, certificate of death or marriage, power of attorney or similar other document<br />

(b)(i) If the person so becoming entitled shall elect, to be registered as holder of the Shares himself, he shall deliver or<br />

send to the Company a notice in writing signed by him stating that he elects.<br />

(b)(ii) If the person a foresaid shall elect to transfer the Shares he shall testify his election by executing a transfer of<br />

the Shares.<br />

(b)(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the<br />

registration of transfer of Share shall be applicable to any such notice or transfer as aforesaid as if the death or<br />

insolvency of the member has not occurred and the notice or transfer signed by that member.<br />

A person becoming entitled to a share by reason of death, insolvency of the holder shall be entitled to the same<br />

dividends and other advantages to which he would be entitled if he were the registered holder of the share except that<br />

he shall not, before being registered as a member in respect of it be entitled to exercise any right conferred by<br />

memberships in relation to meetings of the Company.<br />

Provided that the Board may at any time give notice requiring any such person to elect either to be registered himself<br />

or to transfer the Share, and if the notice is not complied with within ninety days, the Board may thereafter withhold<br />

payment of all dividends, bonuses or other moneys, payable in respect of the Share until the requirements of the<br />

notice have been complied with.<br />

50. DEMATERIALISATION OF SECURITIES<br />

(a) Either on the Company or on the investor exercising an option to hold his securities with a depository in a<br />

dematerialised form, the Company shall enter into an agreement with the depository to enable the investor to<br />

dematerialise the Securities, in which event the rights and obligations of the parties concerned shall be governed by<br />

the Depositories Act<br />

Every person subscribing to securities offered by the Company shall have the option to receive the Security<br />

certificates or hold securities with a depository.<br />

Where a person opts to hold a Security with a depository, the Company shall intimate such depository the details of<br />

allotment of the Security, and on receipt of such information the depository shall enter in its record the name of the<br />

allotted as the Beneficial Owner of that Security.<br />

All Securities held by a Depository shall be dematerialised and shall be in a fungible form; nothing contained in<br />

Sections 153, 153A, 153B, 187B, 187C and 372 of the Act shall apply to a Depository in respect of the Securities<br />

held by it on behalf of the Beneficial Owners.<br />

256

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