Resolution

Find attached herewith Minutes along with desired resolution. Hope this would be of some help.

TRANSFER OF SHARES: [SECTION 108]

1. Subject — Transfer of minimum number

of shares — Amendment of

Articles

2. Passing Authority — General Meeting

3. Nature of the Resolution — Special Resolution

4. Specimen Resolution(s)

A. Resolution for amending the Articles

∫ SPECIMEN 1

"RESOLVED THAT the Articles of Association of the Company be

amended to include after the existing Article 45 a new Article bearing serial No.

45A as follows:—

"45A. The Directors shall not accept any application for transfer of less

than 25 (twenty-five) equity shares of the company, provided, however, this

condition shall not apply to:—

(i) a transfer of equity shares made in pursuance of any statutory

provision or an order of a court of law;

(ii) the transfer of entire equity shares by an existing equity shareholder

holding less than 25 equity shares by a single transfer to a single or

joint names;

(iii) the transfer of the entire equity shares of an equity shareholder

holding less than 25 equity shares to one or more transferees whose

holding in the company will not be less than 25 equity shares each

after the said transfer;

(iv) the transfer of not less than 25 equity shares in the aggregate in

favour of the same transferee in two or more transfer deeds

submitted together within which one or more relate/s to transfer of

less than 25 equity shares."

∫ SPECIMEN 2

"RESOLVED THAT pursuant to section 31 and other applicable provisions,

if any, of the Companies Act, 1956, the following Article 35(g) be inserted after

Article 35(f) of the Articles of Association of the Company:—

"35(g) Nothing in this Article shall prejudice the power of the Board of

Directors of the Company to refuse to accept the applications for transfer of

less than 25 equity shares of the Company, provided, however, that this

restriction shall not apply to:—

1. Transfer of equity shares made in pursuance of a Statutory Order or

an Order of a Competent Court of Law;

2. Transfer of the entire equity shares by an existing shareholder of the

Company holding less than 25 equity shares by single transfer to a

single or joint names;

3. Transfer of more than 25 equity shares in favour of the same

transferee under one or more transfer deeds, one or more of them

relating to transfer of less than 25 equity shares:

Provided that where a member holding shares in lots higher than the

transferable units of trading, transfers in lots of transferable units, the

residual shares shall be permitted to stand in the name of such

transferor notwithstanding that the residual holding would be below

25.

4. Transfer of equity shares held by a member which are less than 25

but which have been allotted to him by the Company as a result of an

issue of Bonus and/or Right Shares or any shares resulting from

conversion of debentures."

∫ SPECIMEN 3

"RESOLVED THAT pursuant to section 31 and other applicable provisions,

if any, of the Companies Act, 1956, the existing Article No. 22 of the Articles of

Association of the Company be replaced by the following amended Article No.

22:

"22. Any person (whether a Registered holder of shares or not) being in

possession of any share certificate or share certificates for the time being,

may surrender the said share certificates to the Company and apply to the

Company for the issue of two or more fresh share certificates comprising the

same shares bearing the same distinctive numbers comprised in the said

certificates and in such separate lots as he may desire, in lieu of such share

certificates so surrendered, or for the consolidation of the shares comprised

in such surrendered certificates into one certificate and the Directors shall

issue, in lieu of and in cancellation of certificates so surrendered, one or more

such share certificates as the case may be in the name of the person or

persons in whose name the original certificates stood and the new certificates

so issued shall be delivered to the person who surrendered the original

certificates or to his order:

Provided that notwithstanding anything contained in this Article and

under sub-article (b) of Article 19, the Board shall not accept applications for

sub-division or consolidation of share certificates into denominations less

than the market units of trading except when such sub-division or

consolidation is required to be made to comply with any statutory order or an

order of a competent Court of Law or a request from a Member to convert his

odd lot of shares into transferable/marketable lots, subject however, to

verification by the Company."

Explanatory Statement

In view of the mounting costs of servicing small shareholders

disproportionate to the investment of such small shareholders in the share capital

of the Company, it is proposed to introduce reasonable restrictions in regard to

acceptance of transfer of shares and request for sub-division or consolidation of

shares involving small numbers. In recent years, the cost of postage, paper,

printing and other administrative services has considerably escalated which has

already prompted many companies to prescribe minimum number of shares

involved in any transfer, sub-division or consolidation of shares. In fact, a few

years before, in appreciation of the aforesaid fact, the Government of India had

prescribed a market lot of 100 shares in respect of new issues for subscripttion by

public.

The Board of Directors, having taken note of the above, consider that in

respect of transfers a minimum of 25 shares and in respect of sub-division and

consolidation market lot viz. 100 shares may be regarded reasonable. Necessary

amendments to the Articles of Association are proposed in the resolutions

contained under items ......... and ........... for transfer of shares by the existing

shareholders holding less than 25 shares and in respect of sub-division and

consolidation of shares below marketable lots respectively.

None of the Directors is concerned or interested in this resolution.

5. Guidelines

(1) In the case of listed companies, approval of the stock exchange

concerned is also required.

(2) The minimum number is normally the marketable lot. Presently, after the

demat system marketable lot is one share in case of a listed company.

(3) This resolution is intended to reduce administrative work and expenses.

(4) Only permissible restrictions on transferability of shares contained in the

company's Articles of Association are applicable. Any restriction outside

the Articles is inoperative and unenforceable. [Rangraj (V.B.) v

Gopalakrishnan (V.B.) (1992) 73 Comp Cas 201 (SC)]

6. Filing

(a) E-Form 23 with the Registrar within 30 days of passing of special

resolution for alteration of Articles.