Listing Procedure

Approval of Memorandum and Articles of Association

Rule 19(2) (a) of the Securities Contracts (Regulation) Rules, 1957 requires that the Articles of Association of
the Issuer wanting to list its securities must contain provisions as given hereunder.

The Articles of Association of an Issuer shall contain the following provisions namely:

a. that there shall be no forfeiture of unclaimed dividends before the claim becomes barred by law;
b. that a common form of transfer shall be used;
c. that fully paid shares shall be free from all lien and that in the case of partly paid shares the Issuer's
lien shall be restricted to moneys called or payable at a fixed time in respect of such shares;
d. that registration of transfer shall not be refused on the ground of the transferor being either alone or
jointly with any other person or persons indebted to the Issuer on any account whatsoever;
e. that any amount paid up in advance of calls on any share may carry interest but shall not in respect
thereof confer a right to dividend or to participate in profits;
f. that option or right to call of shares shall not be given to any person except with the sanction of the
Issuer in general meetings.
g. permission for Sub-Division/Consolidation of Share Certificate.

Note: The Relevant Authority may take exception to any provision contained in the Articles of Association of an
Issuer which may be deemed undesirable or unreasonable in the case of a public company and may require
inclusion of specific provisions deemed to be desirable and necessary.

If the Issuer's Articles of Association is not in conformity with the provisions as stated above, the Issuer has to
make amendments to the Articles of Association. However, the securities of an Issuer may be admitted for
listing on the NSE on an undertaking by the Issuer that the amendments necessary in the Articles of
Association to bring Articles of Association in conformity with Rule 19(2)(a) of the Securities Contract
(Regulation) Rules, 1957 shall be made in the next annual general meeting and in the meantime the Issuer
shall act strictly in accordance with prevalent provisions of Securities Contract (Regulation) Act, 1957 and other
statutes.

It is to be noted that any provision in the Articles of Association which is not in tune with sound corporate
practice has to be removed by amending the Articles of Association.