WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM ...

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WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM Dividend in proportion to amount paidup Retention of dividends until completion of transfer under Article 61 Dividend etc., to joint holders No Member to receive Dividend while indebted to the Company and the Company's right of reimbursement of the debt Transfer of Shares must be registered. Dividends how remitted. Unclaimed Dividend No interest on Dividends. Dividend and call together 166. All Dividend shall be apportioned and paid proportionately to the amounts paid or credited as paid on the Shares during any portion or portions of the period in respect of which the Dividend is paid; but if any Share is issued on terms providing that it shall rank for Dividend as from a particular date such Share rank for Dividend accordingly. 167. 168. 169. 170. 171. Subject to the applicable provisions of the Act, the Board may retain the Dividends payable upon shares in respect of which any person is under Article 61 entitled to become a Member or which any person under that Article is entitled to transfer, until such person shall become a Member, in respect of such Shares or shall duly transfer the same. Any one of several persons who are registered as the joint holders of any Share may give effectual receipts for all dividends or bonus and payments on account of Dividends or bonus or other moneys payable in respect of such Shares. No Member shall be entitled to receive payment of any interest or Dividends in respect of his Share or Shares, while any money may be due or owing from him to the Company in respect of such Share or Shares or otherwise, howsoever either alone or jointly with any other person or persons and the Board may deduct from the interest or Dividend payable to any Member all sums of money so due from him to the Company. A transfer of Shares shall not pass the right to any Dividend declared thereon before the registration of the transfer. Unless otherwise directed, any dividend may be paid by cheque or warrant or by a pay slip or receipt having the force of a cheque or warrant sent through the post to the registered address of the Member or Person entitled or in the case of joint holders to that one of them first named in the register in respect of the joint-holdings. Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or pay slip or receipt lost in transmission, or for any Dividend lost to the Member or person entitled thereto by the forged endorsement of any cheque or warrant or the forged signature of any pay slip or receipt or the fraudulent recovery of the Dividend by any other means. 172. No unclaimed or unpaid Dividend shall be forfeited by the Board and the Company shall comply with all the applicable provisions of the Act in respect of unclaimed or unpaid Dividend. 173. 174. Subject to the applicable provisions of the Act, no unpaid Dividend shall bear interest as against the Company. Any General Meeting declaring a Dividend may, on the recommendation of the Directors, make a call on the members of such amount as the Meeting fixes, but so that the call on Page 92 of 95
WABCO-TVS (INDIA) LIMITED INFORMATION MEMORANDUM CAPITALISATION each Member shall not exceed the Dividend payable to him, and so that the call be made payable at the same time as the Dividend; and the Dividend may, if so arranged between the Company and the members, be set off against the calls. Capitalisation 175. (a). The Company in General Meeting may resolve that any moneys, investments or other assets forming part of the undivided profits of the Company standing to the credit of the Reserve Fund, or any Capital Redemption Reserve Account, or in the hands of the Company and available for Dividend (or representing premium received on the issue of Shares and standing to the credit of the Securities Premium Account) be capitalised and distributed among such of the shareholders as would be entitled to receive the same if distributed by way of Dividend and in the same proportions on the footing that they become entitled thereto as Capital and that all or any part of such capitalised fund be applied on behalf of such shareholder in paying up in full either at par or at such premium as the resolution may provide, any unissued Shares or Debentures of the Company which shall be distributed accordingly or in or towards payment of the uncalled liability on any issued Shares or Debentures and that such distribution or payment shall be accepted by such shareholders in full satisfaction of their interests in the said capitalised sum, provided that a Securities Premium Account and a Capital Redemption Reserve Account may, for the purposes of this Article, only be applied in the paying of any unissued shares to be issued to Members as fully paid bonus Shares. (b). A General Meeting may resolve that any surplus moneys arising from the realisation of any capital assets of the Company, or any investment representing the same, or any other undistributed profits of the Company not subject to charge for income-tax be distributed among the Members on the footing that they receive the same as Capital. (c). For the purpose of giving effect to any resolution under the preceding paragraphs of this Article, the Board may settle any difficulty which may arise in regard to the distribution as it thinks expedient, and in particular may issue fractional certificates, and may fix the value for distribution of any specific assets, and may determine that such cash payments shall be made to any Members upon the footing of the value so fixed or that fraction or less value than Rs.10/- may be disregarded in order to adjust the rights of all parties, and may vest any such cash or specific assets in trustees upon such trusts for the person entitled to the dividend or capitalised fund as may seem expedient to the Board. Where requisite, a proper contract shall be delivered to the Registrar for registration in accordance with the applicable provisions of the Act, and the Board may appoint any Person to sign such contract on behalf of the Persons entitled to the Dividend Page 93 of 95
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