CENTRAL BANK OF INDIA

NOTIFICATION

Mumbai, the 19th November, 2001

CENTRAL BANK OF INDIA GENERAL REGULATIONS, 1998

No. ZO/Secy./2001-2002/463.—In exercise of the powers conferred by section 19 of the Banking Companies

(Acquisition and Transfer of Undertakings) Act, 1970, the Board of Directors of Central Bank of India

after

consultation with the Reserve Bank of India and with the previous sanction of the Central Government, hereby makes the

following regulations, namely:—

CHAPTER-I.

INTRODUCTORY

Short title and commencement:—

(i)

These regulations may be called Central Bank of India General Regulations, 1998.

(ii),

These regulations shal 1 come into force on the date of their publication in the official Gazette,

Definitions : — I n these regulations, unless there is anything repugnant to the subject or context or

meaning thereof—

(a)

"Act" means the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 (5 of 1970).

(b)

"Bank" means Central Bank of India constituted under section 3 of the Act;

<c)

"Board" means the Board of Directors constituted under section 9 of the Act;

(d)

"Chairman" means the Chairman of the Board;

(c)

"Committee" means a Committee as constituted by the Board.

(I)

"Executive Director" means the whole time Director, not being the Managing Director;

(g)

"General Manager" means General Manager of the Bank;

(h)

"Management Committee" means a Committee constituted under Clause 13 of the Scheme;

(i)

"Managing Director" means Managing Director of the Bank;

(j)

"Register" means the register of Shareholders kept in one or more books of the Bank and includes the

Act;

(k)

"Registrar" means the person appointed by the Bank for -

(i)

collecting applications from investors in respect of an issue,

(ii)

keeping a proper record of applications and monies received from investors or paid to the seller of

the securities,

(iii)

assisting the Bank in —

(a)

determining the basis of allotment of securities in consultation with the stocks exchange;

(b)

finalising the list of persons entitled to allotment of Scurities,

(c)

processing and despatching allotment letters, refund orders or certificates and other related

documents in respect of the issue, and

(iv)

such other functions as assigned from time lo time by (he Bank,

(1)

"Scheme" means the Nationalised Banks (Management and Miscellaneous Provisions) Scheme, 1970;

(m)

"Share" means share in the Share Capital of the Bank,

3604 OI/200] -3

THE GAZETTE OF INDIA: EXTRAORDINARY

PART III—SEC. 4]

(n)

"Share transfer agent", includes -

(i)

any person, who on behalf of the Bank maintains the records of holders of securities issued by the

Bank and deals with all matters connected with the transfer and redemption of its securities, or

(ii)

a department or division (by whatever name called) of the Bank performing the activities referred in

sub-clause (i),

(0)

Words and expressions used in Chapter III and not defined in these Regulations but defined in the

Depositories Act, 1996 (Act 22 of 1996), shall have the meaning respectively assigned to them in the

said Act,

(p)

Other expressions used and not defined in these regulations but used in the Act or the Scheme shall

have the meanings respectively assigned to them in the Act or the Scheme.

CHAPTER-H

SHARES AND SHARE REGISTER

3. Nature of shares:—The shares at the Bank shall be movable property, transferable in the manner provided

under these regulations

4. Kinds of share capital:—

(1)

Preference Share Capital means that part of share capital of the Bank which fulfills both the following

conditions:—

(A)

as respects dividends, it carries a preferential right to be paid a fixed amount or an amount

calculated at fixed rate, which may be cither free of or subject to income tax, and

(B)

as respects capital, it carries or will carry, on winding up or repayment of capital, a preferential right

to be repaid the amount of the capital paid-up or deemed to have been paid-up, whether or not there

is preferential right to the payment of cither or both of the following amounts, namely:—

(a)

any money remaining unpaid, in respect of the amounts specified in clause (A) up to the date

of winding up or repayment of capital, and

(b)

any fixed premium or premium on any fixed scale, specified by the Board with the previous

consent of the Central Government

(ii)

"Equity Share Capital" means all share capital, which is not preference share capital.

(iii)

The expressions "Preference Share" and "Equity Share" shal 1 be construed accordingly.

5. Particulars to be entered in the register:—

(i)

A share register shall be kept, maintained and updated in accordance with sub-section (2F) of section 3 of the Act,

(ii)

In addition to the particulars specified in sub-section (2F) of Section 3 of the Act, such other particulars as

the Board may specify shall be entered in the register.

(iii)

In the case ofjoint holders of any share, their names and other particulars required by sub-regulation (i)

shall be grouped under the name of the first of such joint holders.

(iv)

Subject to the proviso of sub-section (2D) of sec. 3 of the Act, a shareholder resident outside India may

furnish to the Bank an address in India, and any such address shall be entered in the register and be deemed

to be his registered address for the purposes of the Act and these regulations.

(v)

No notice of any trust, express implied or constructive, shal 1 be enter ed on the register or be receivable by the Bank

6. Control over shares and registers:—Subject to the previsions of the Act and these regulations, and such

directions as the Board may issue from time to time, the register shall be kept and maintained at the Head Office of the Bank

and be under the control of the Board and the decision of the Board as to whether or not a person is entitled to be registered

as a shareholder in respect of any share shall be final.

7. Parties who may not be registered as shareholders:—

(i)

Except as otherwise provided by these regulations, all persons who are not competent to contract shall not

be entitled to be registered as a shareholder and the decision of the Board in this regard shal 1 be conclusive

and final;

(ii)

In case of firms, shares maybe registered in the names of the individual partners and no firm, as such, shall

be entitled to be registered as a shareholder.

8. Maintenance of share register in computer system, etc.:—

(i)

The particulars required to be entered in the share register under sub-section, (2F) of section 3 of the Act,

read with those mentioned in regulation 5, shall be maintained under sub-section (2G) of section 3 of the

Act, in the form of data stored in magnetic/optical / magneto-optical media by way of diskettes, floppies,

cartridges or otherwise (hereinafter referred to as the "media") in computers to be maintained at the Head

Office and the back up at such location as may be decided from time to time by the Chairman and Managing

Director or any other official not below the rank of a General Manager designated in this behalf by the

Chairman and Managing Director (hereinafter referred to as " the designated official").

(ii)

Particulars required to be entered in the share register under Sec. 3B. of the Act read with Section 11 of the

Depositories Act, 1996 shall be maintained in the electronic form in the manner and in the form as prescribed

therein

9. Safeguards for protection of computer system:—

(i)

The access to the system set out in Regulation 8(i) in which data is stored shall be restricted to such

persons including Registrars to an issue and/or share transfer agents as may be authorised in this behalf

by the Chairman and Managing Director or the designated official and the passwords if any, and the

electronic security control systems shall be kept confidential under the custody of the said persons,

(ii)

The access by the authorised persons shall be recorded in logs by the computer system and such logs

shall be preserved with the officials/persons designated in this behalf by the Chairman and Managing

Director or the designated official.

(iii)

Copies of the back-ups shal 1 be taken on removable media at intervals as may be specified from lime to time

by the Chairman and Managing Director or the designated official, incorporating the changes made in the

in which processing is being done. This copy shall be stored in a fire proof environment with locking

arrangement and at the requisite temperature. The access to the back-ups in both the locations shall be

restricted to persons authorised in this behalf by the Chairman and Managing Director or the designated

official The persons so authorised shall record the access in a manual register kept at the location

(IV)

It shall be the duty of the authorised persons to compare the data on the back-ups with that on the

computer system by using appropriate software to ensure correctness of the back-up. The result of this

operation shall be recorded in the register maintained for the purpose.

(v)

II shall be competent for the Chairman and Managing Director, by special or general order, to add or

modify the instructions, stipulations in regard to the safeguards to be observed in maintaining the

and/or in the exigencies of situation or for any other relevant consideration.

10. Exercise of rights of joint holders:—If any share stands in the names of two or more persons, the person first

named in the register shall, as regards voting, receipt of dividends, service of notices and all or any other matters

connected with the Bank except the transfer of shares, be deemed to be the sole holder thereof.

11. Inspection of register:—

(i)

The register shall, except when closed under Regulation 12, be open to inspection of any shareholder, free

ofchargc, at the place where it is maintained during business hours subject to such reasonable restrictions

as the Board may impose, but so that not less than two hours in each working day shall be allowed for

inspection.

(ii)

Any shareholder may make extracts of any entry in the register or computer prints free of charge or if he

requires a copy or computer prints of the register or any part thereof, the same will be supplied to him on

pre-paymen t at the rate of Rs.5/- for every 100 words or fractional part thereof required to be copied.

(iii)

Notwithstanding anything contained in sut)-regulation (ii), any duly authorised officer of the Government

shall have the right to make a copy of any entry in the register or be furnished a copy of the register or any

part thereof

THE GAZETTE OF INDIA: EXTRAORDINARY

[PART III—SEC 41

12. Closing of the register:—

The Bank may, after giving not less than seven days previous notice by advertisement in at least two newspapers

circulating in India, close the register of shareholders for any period or periods not exceeding in the aggregate forty-five

days in each year, but not exceeding thirty days at any one time as shall, in its opinion, be necessary

13. Share certificates:—

(i)

Each share certificate shall bear share certificate number, distinctive numbers, the number of shares in

respect of which it is issued and the name of the shareholder to whom it is issued and it shall be in such

form as may be specified by the Board.

(ii)

Every share certificate shall be issued under the common seal ofthe Bank in pursuance of a resolution of the

Board and shall be signed by two directors and some other officer appointed by the Board for the purpose

Provided that the signature ofthe directors may be printed, engraved, lithographed or impressed by

such other mechanical process as the Board may direct.

(iii)

A signature so printed, engraved, lithographed or otherwise impressed shall be as valid as a signature in

the proper handwriting ofthe signatory himself.

(iv)

No share certificate shall be valid unless and until it is so signed. Share Certificates so signed shall be valid

and binding notwithstanding that before the issue thereof, any person whose signature appears

thereon may have ceased to be a person authorised to sign share certificates on behalf of the Bank.

(v)

Should the share certificate so prepared contain the signature of an authorised person, as stated in sub-

clause (ii) above, who however is dead at the time of issue ofthe certificate, the Bank may, by a method

considered by it as most suitable, cancel the signature of such a person appearing on the certificate and

have the signature of any other authorised person affixed to it. The share certificate so issued shal 1 be valid

14. Issue of share certificates:—

(i)

While issuing share certificates to any shareholder, it shall be competent for the Board to issue the

certificates on the basis of one certificate for every hundred shares or multiples thereof registered in his

name on any one occasion and one additional share certificate for the number of shares in excess thereof

but which are less than hundred,

(ii)

If the number of shares to be registered is less than hundred, one certificate shall be issued for all the

shares.

(iii)

In respect of any share or shares held jointly by several persons, the Bank shall not be bound to issue

more than one certificate, and delivery of a certificate for a share or shares to one of several joint

holders shall be sufficient delivery to all such holders.

15. Renewal of share certificates:—

(i)

If any share certificate is worn out or defaced, the Board or the Committee designated by it on production

of such certificate may order the same to be cancelled and have a new certificate issued in lieu thereof.

(ii)

If any share certificate is alleged to be lost or destroyed, the Board or the Committee designated by it

on such indemnity with or without surely as the Board or the Committee thinks fit, and on publication in

two newspapers and on payment to the Bank of its costs, charges and expenses, a duplicate certificate

in lieu thereof may be given to the person entitled to such lost or destroyed certificate.

16. Consolidation and sub-division of shares:—

On a written application made by the shareholder (S), the Board or the Committee designated by it may

consolidate or sub-divide the shares submitted to it for consolidation/ sub-division as the case may be and issue

a new certificate(s) in lieu thereof on payment to the Bank of its costs, charges and expenses of and incidental to the matter.

17. Transfer of shares:—

(i)

Every transfer of the shares of the Bank shal 1 be by an instrument of transfer in form ' A' annexed hereto

or in such other form as may be approved by the Bank from time to time, and shall be duly stamped, dated

and executed by or on behalf of the transferor and the transferee alongwith the relative share

certificate.

(ii)

The instrument of transfer alongwith the share certificate shall be submitted to the Bank at its Head

Office and the transferor shal I be deemed to remain the holder of such shares until the name of the transferee

is entered in the share register in respect thereof.

(iii)

Upon receipt by the Bank of an instrument of transfer alongwith a share certificate with a request to

instrument of transfer alongwith share certificate to the Registrar and/or Share Transfer Agents for the

purposes

of verification that the technical requirements arc complied with in their entirety

The

Registrar and/or Share Transfer Agent shall return the instrument of transfer alongwith the share certificate

if any to the Transferee for rcsubmission unless:

(a)

The instrument of transfer is presented 10 the Bank, duly stamped and properly executed for

registration and is accompanied by the certificate of the shares to which it relates and such other

evidence as the Board may require to show the title of the transferor to make such transfer.

(b)

The Registrar is satisfied that the transferee is qualified to be registered as a shareholder of the Bank

in respect of the shares covered by the instrument of transfer.

(iv)

The Board or the Committee designated by the Board shal 1 unless it declines to register the transfer under

regulation 19 hereinafter cause the transfer to be registered.

18. Power to suspend transfers:— The Board or the Committee designated by the Board shall not register any

transfer during any period in which the register is closed.

19. Board's right to refuse registration of transfer of shares:—

(i)

The Board may refuse transfer of any shares in the name of the transferee on any one or more of the

following grounds, and on no other grounds —

(a)

the transfer of shares is in contravention of the provisions of the Act or regulations made

thereunder or any other law or that any other requirement under the law relating to registration of

such transfer has not been complied with;

(b)

the transfer of shares, in the opinion of the Board, is prejudicial to the interests of the Bank or to

public interest;

(c)

the transfer of shares is prohibited by an order of court. Tribunal or any other authority under any

law for the time being in force;

(d)

an individual or company resident outside India or any company incorporated under any law not

in force in India or any branch of such company whether resident outside India or not will on the

transfer being allowed hold or acquire as a result thereof, shares of the bank and such investment in

the aggregate will exceed the percentage being more than 20% (twenty) of the paid up capital or as

maybe specified by the Central Government by notification in the Official Gazette.

Provided however, that the powers of refusal mentioned in sub-regulation (i) (c) above may

be exercised by the Committee designated by the Board in this behalf.

(ii)

The Board shal 1, after the instrument of transfer of shares of the Bank is lodged with it for the purpose of

registration of such transfer, form its opinion as to whether such registration ought or ought not to be

refused on any of the grounds referred to in sub-regulation (i) —

(a)

If it has formed the opinion that such registration ought not to be so refused, effect such

registration; and

(b)

If it has formed the opinion that such registration ought to be refused on any of the grounds mentioned

in sub-regulation (i), intimate the Transferor and the Transferee by notice in writing within 60 days

from the receipt of the Transfer Form.

20. Transmission of shares in the event of death, insolvency etc :—

(i)

The executors or administrators of a deceased sharrhj'der in respect of a share or the holder of probate

or letters of administration with or, without will annexed or a succession certificate issued under Part X of

the Indian Succession Act, 1925, or the holder of any legal representation or a person in whose favour a

valid instrument of transfer was executed by the deceased sole holder during the latter's lifetime shal 1 be

the only person who may be recognised by the Bank as having any title to such share.

THE GAZETTE OF INDIA: EXTRAORDINARY

[PART in—SEC. 41

(ii)

In the case of shares registered in the name of two or more shareholders, the survivor or survivors and on

the death of the last survivor, his executors or administrators or any person who is the holder of

probate or letters of administration with or without will annexed or a succession certificate or any other

legal representation in respect of such survivor's interest in the share or a person in whose favour a valid

instrument of transfer of share was executed by such person and such last survivor during the latter's

lifetime, shall be the only person who may be recognised by the Bank as having any title to such share.

(iii) The Bank shall not be bound to recognise such executors or administrators unless they shall have

obtained probate or letters of administration or succession certificate, as the case may be, from a court

of competent jurisdiction.

Provided, however, that in a case where the Board in its discretion thinks fit, it shall be lawful for the

Board to dispense with the production of probate or letters of administration or succession

certificate or such other legal representation, upon such terms as to indemnity or otherwise as it may

think fit.

(iv)

Any such person becoming entitled to a share in consequence of death of a shareholder and any

person becoming entitled to a share in consequence of the insolvency, bankruptcy or liquidation of a

shareholder shall upon production of such evidence, as the Board may require, have the right,

(a)

to be registered as a shareholder in respect, of such share.

(b)

to make such transfer of such share as the person from whom he derives title could have made.

21. Shareholder ceasing to be qualified for registration :— It shall be the duty of any person registered as a

shareholder, whether solely or jointly with another or others forthwith upon ceasing to be qualified to be so registered in

respect of any share to give intimation thereof to the Board of Directors in this regard,

22. Calls on shares :— The Board may, from time to time make such calls as it thinks fit upon the shareholders in

respect of all moneys remaining unpaid on the shares held by them, which are by the conditions of allotment not made

payable at fixed times, and each shareholder shal 1 pay the amount of every cal 1 so made on him to the person and at the time

and place appointed by the Board, a call may be payable by instalments.

23. Calls to date from resolution:— a cal 1 shal I be deemed to have been made at the time when the resolution of

the Board authorising such call was passed and may be made payable by the shareholders on the register on such date or

at the discretion of the Board on such subsequent date as may be fixed by the Board.

24. Notice of call :— A notice of not less than thirty days of every call shall be given specifying the time of

payment provided that before the time for payment of such call the Board may by notice in writing to the shareholders

revoke the same.

25. Extension of time for payment of call:— The Board may. from time to time and at its discretion, extend the time

fied for the payment of any cal 1 to al 1 or any of the shareholders having regard to distance of their residence or some other

sufficient cause, but no shareholder shall be entitled to such extension as a matter of right.

26. Liabilities of joint holders:— The Joint holders of a share shall be jointly and severally liable to pay all calls

in respect thereof.

27. Amount payable at fixed time or by instalments as calls:— If by the terms of issue of any share or otherwise

any amount is payable al any fixed time or by instalments at fixed times, every such amount or instalment shall be payable

as if it were a call duly made by the Board and of which due notice had been given and all the provisions herein contained

in respect of the calls shall relate to such amount or instalment accordingly.

28. When interest on call or instalment payable:— If the sum payable in respect of any call or instalment is not

paid on or before the day appointed for payment thereof, the holder for the time being or allottee of the share in respect of

which a call shall have been made, or the instalment shall be due, shall pay interest on such sum at such rate as the Board

may fix from time to time, from the day appointed for the payment thereof to the time of actual payment but the Board may

al its discretion waive payment of such interest wholly or in part.

29. Non-payment of calls by shareholder :— No shareholder shall be entitled to receive any dividend or to

exercise any right • of a shareholder until he shall have paid all calls for the time being due and payable on every

share held by him, whether singly or jointly with any person, together with interest and expenses, as may be levied or

charged.

30. Notice on non-payment of call or instalment :—If any shareholder fails to pay the whole or any part of any

call or instalment or any money due in respect ofany shares either by way of principal or interest on or before the day

appointed for the payment of the same, the Bank may at any time thereafter during such time as the call or instalment or

any part thereof or other moneys remain unpaid or a judgment or decree in respect thereof remains unsatisfied in whole or

in part; serve a notice on such shareholder or on the person (if any) entitled to the share by transmission, requiring him to

pay such call or instalment or such part thereof or other moneys as remain unpaid together with any interest that may have

accrued and al 1 expenses (legal or otherwise) that may have been paid or incurred by the Bank by reason of such non-

payment,

31. Notice of Forfeiture:— The notice of forfeiture shall name a day not being less than fourteen days from the

date of the notice and the place or places on and at which such call or instalment or such part or other monies and such

interest and expenses as aforesaid arc lo be paid. The notice shall also state that in the event of non-payment on or before

the time and al the phuc appointed, the share in respect of which the call was made or instalment is payable will be liable

to be forfeited.

32. Shares to be forfeited on default:— If the requirements ofany such notice as aforesaid arc not complied with,

any of Ihc shares in respect of which such notice has been given may at any time thereafter for non-payment of all calls

or instalments, interest and expenses or the money due in respect thereof, be forfeited by a resolution of the Board to

that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not. actually paid

before the forfeiture.

33. Entry of forfeiture in the register:— when any share has been forfeited under regulation 32, an entry

of the forfeiture with the date thereof shall be made in the register.

34. Forfeited shares to be property of the Bank and may be sold:—Any share so forfeited shall be deemed to be

the property of the Bank and may be sold reallotted or otherwise disposed of to any person upon such terms and in such

manner as the Board may decide

35. Power to annul forfeiture:— The Board may, at any time, before any share so forfeited under regulation

32 shall have been sold, reallotted or otherwise disposed or, annul the forfeiture there upon such conditions as it may

think fit,

36. Shareholder liable to pay money owing at the time of forfeiture and interest:— Any shareholder whose

shares have been forfeited shall, notwithstanding the forfeiture., be liable to pay and shall forthwith pay lo the Bank all

calls, instalments, interest, expenses and other moneys owing upon or in respect or such shares at the time of forfeiture

with interest thereon from the time of forfeiture until payment at such rate as may be specified by the Board and the Board

may enforce the payment of the whole or a portion thereof.

37.Partial payment not toprecludeforfeiturc :— Neither ajudgment nor a decree in favour of the Bank for

calls or other monies due in respect ofany shares nor any payment or satisfaction thereunder nor the receipt by the Bank

of a portion of any money which shal 1 be due from any shareholder from lime lo lime in respect of any shares cither by

way of principal or interest nor any indulgence granted by the Dank in respect of payment ofany money shall preclude

the forfeiture of such shares under these regulations.

38. Forfeiture of share extinquishes all claims against Bank :—The forfeiture of a share shall involve

extinction, at the time of the forfeiture, of all interest in and all claims and demands against the Bank, in respect of the share

and all other rights incidental lo (he share, except only such of those rights as by these presents expressly waived.

39. Original shares null and void on sale, re-issue, re-allotment or disposal on being forfeited:— Upon any sale-

re-issue, re-allotment or other disposal under the provisions of the preceding regulations, the certificate^) originally

issued in respect of the relative shares shall (unless the same shall on demand by the Bank have been previously

surrendered to it by the defaulting member) stand cancelled and become null and void and of no effect, the Board shall

be entitled to issue a new certificate or certificates in respect of the said shares to the person or persons entitled thereto.

40. Application of forfeiture provisions :- The provisions of these regulations as to the forfeiture shall apply

in Ihe case of non-payment ofany sum which by terms of issue of a share become payable at a fixed time,, whether on

account ofnominal value of the shares or by way of premium as if the same had been payable by virtue of a call duly made.

41. Lien on shares:—

The Bank shall have a first and paramount lien.

(a)

on every share (not being a fully-paid share), for all moneys (whether presently payable or not) called

or payable al a fixed time, in respect of that share;

THE GAZETTE OF INDIA: EXTRAORDINARY

[PART III—SEC. 4]

(b)

on all shares (not being fully-paid shares) standing registered in the name ofa single person, for allmoneys

presently payable by him or his estate to the Bank.

(c)

upon all the shares registered in the name of each person (whether solely or jointly with others) and upon

the proceeds of sale thereof for his debts, liabilities, and engagements, solely or jointly with any other

person to or with the Bank, whether the period for the payment, fulfillment, or discharge thereof shall have

actually arrived or not and no equitable interest in any share shall be recognised by the Bank over its lien:

Provided that the Board of Directors may at any time declare any share to be wholly or in part exempt

from the provisions of this clause,

(ii)

The Bank's lien, if any, on a share shal 1 extend to all dividends payable thereon.

42. Enforcing Lien by Sale of Shares:—

(i)

The Bank may sell, in such manner as the Board thinks fit, any shares on which the company has a lien;

(a)

if a sum in respect of which the lien exists is presently payable, and

(b)

after the expiration of fourteen days after a notice in writing stating and demanding payment of such

part of the amount in respect of which the lien exists as is presently payable, has been given to the

registered holder for the time being of the share or the person entitled thereto by reason of his death

or insolvency,

(ii)

To give effect to any such sale, the Board may authorise some officer lo transfer the shares sold to the

purchaser thereof,

4 J. Application of proceeds of sale of shares:— The net proceeds of any sale of shares under regulation 42 after

deduction of costs of such sale, shall be applied in or towards the satisfaction of the debt or liability in respect whereof

the lien exists so far as the same is presently payable and the residue, if any, be paid to the shareholders or the person,,

if any, entitled by transmission to the shares so sold

44. Certificate of forfeiture:- A certificate in writing under the hands of any director, or any other officer of the

Bank duly authorised in this behalf, that the call in respect ofa share was made and that the forfeiture of the share was made

by a resolution of the Board to that effect, shall be conclusive evidence of the fact stated therein as against all persons

entitled to such shares.

45. Title of purchaser and allottee of forfeited share ;— The Bank may receive the consideration, if any, given

for the share on any sale reallotment or other disposition thereof and the person to whom such share is sold, reallottcd

or disposed of may be registered as the holder of the share and shall not be bound to sec to the application of the

consideration, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in

reference to the forfeiture, sale reallotment or other disposal of the share and the remedy of any person aggrieved by the

sale shal 1 be in damages only and against the Bank exclusively.

46. Service of a notice or document to shareholders:—

(i)

The Bank may serve a notice or a document on any shareholder either personally, or by ordinary post

at his registered address or if he has no registered address in India, at the address, if any, within India

supplied by him to the Bank for giving of notice to him,

(ii)

Where a document or a notice is sent by post, the service of such document or notice shall be deemed

to be effected by properly addressing, prepaying and posting a letter containing the document or notice:

Provided that where a shareholder has intimated to the Bank in advance that documents should

be sent to him under a certificate of posting or by registered post, with or without acknowledgement due

and has deposited with the Bank a sum sufficient to defray the expenses of doing so, service of the

document or notice shall not be deemed to be effected unless it is sent in the manner intimated by the

shareholder. And such service shall be deemed to have been effected in the case of a notice of a meeting

at the expiration of forty eight hours after the letter containing the same is posted, and in any other case,

at the time at which the letter would have been delivered in the ordinary course of post.

(iii)

A notice or a document advertised in a newspaper widely circulated in India shall be deemed to be duly

served on the day on which the advertisement appears on every shareholder of the Bank who has no

registered address in India and has not supplied to the Bank an address within India for giving of notice

to him,

(iv)

A notice or document may be served by the Bank on the joint holder ofa share by effecting service on the

joint-holder named first in the register in respect of the share and notice so given shall be sufficient notice

to all the holders of the said shares—

(v)

A notice or a document may be served by the Bank on the persons entitled to a share upon death or in

consequence of the insolvency of a shareholder by sending it through post in a prepaid letter addressed

to them by name, or by the title of representatives of the deceased, or assignees of the insolvent or by any

like description, at the address, if any, in India supplied for the purpose by the persons, claiming to be so

entitled, or until such an address has been so supplied, by serving the document in any manner in which

it might have been served if the death or insolvency had not occurred

(vi)

The signature to any notice to be given by the Bank may be written or printed.

CHAPTER m

SECURITIES OF THE BANK HELD EN A DEPOSITORY

47. Agreement between a depository and the Bank:—The Bank may enter into an agreement with one or more

depository to avail of its services in respect of securities issued by the Bank.

48. Agreement between a Participant and the depository:-

(i)

Any participant may enter into an agreement with the depository to act as its agent. The depository with

whom the agreement will be entered into will be one whose services the Bank has agreed to avail of

under Regulation 47.

(ii) Any shareholder of the Bank may through the participant enter into an agreement with the depository in the

form specified by such depository for availing its services in respect of securities issued by the Bank,

49. Surrender of certificate of security:—

(i)

Any shareholder or holder of any security of the Bank who has entered into an agreement under regulation

48 above, shall surrender the certificate of security in respect of which he seeks to avail the service of a

depository to the Bank.

(ii)

The Bank on receipt of the certificate of security under sub-regulation (i) above, shall cancel the

certificate of security and substitute in its record the name of the depository as a registered owner in

respect of that security- and inform the depository accordingly.

(in)

A depository shall, on receipt of information under sub-regulation (ii) above, enter the name of the person

referred to in sub-regulation (i) above, in its records as the beneficial owner.

50. Registration of transfer of securities with depository :—Every depository shall on receipt of intimation

to effect transfer from the Bank, register the transfer of securities in the name of the transferee.

51. Option to receive security certificate or to hold the security held with a depository:-

(i)

Every person subscribing to securities offered by the Bank, shall have option cither to receive security

certificate or hold the security with the depository.

(ii)

When a person opts to hold security with the depository the Bank shall intimate such depository details

of allotment of securities and on receipt of such information, the depository shall enter in its

52. Securities in depository to be in a fungible form :— All securities held by the depository shall be

dematerialised and shall be in a fungible form.

53. Rights of beneficial owner:—The beneficial owner shal 1 be entitled to all the rights and benefits and be

subjected to all the liabilities in respect of his securities held by the depository.

54. Register of Beneficial Owner:

(i)

Every depository shall maintain a register and an index of beneficial owners in such form as may be

prescribed under the Depositories Act., 1996 or by SEBI in respect of securities of the Bank held by the

Depository.

-V.04 GI/200] -4

THE GAZETTE OF INDIA: EXTRAORDINARY

[PART III—SEC. 41

(ii)

The depository shall furnish to the Bank at such intervals as may be prescribed by the Bank, an updated

copy of the register and index of the beneficial owners maintained by it.

55.

Option to opt out in respect of any securities:—

(i)

If the beneficial owner seeks to opt out from the depository in respect of any security, he shall inform the

depository accordingly.

(ii)

The depository shall on receipt of such intimation under sub-regulation (i) above make/ appropriate

entries in its records and shall inform the Bank.

(iii) The Bank shall within 30 (thirty) days of the receipt of intimation from the depository and on fulfillment of

such conditions and on payment of such fees as may be specified in the SEBI Depositories &

Participants Regulations, 1996 and/or the Depositories Act, 1996 issue a certificate of security to the

beneficial owner or the transferee as the case may be.

CHAPTER IV

MEETINGS OF SHAREHOLDERS

56.

Notice convening an Annual General Meeting

(i)

A notice convening an annual general meeting of the shareholders signed by the Chairman and

Managing Director or Executive Director or any authorised official ofthc Bank shall be published at least

twenty one clear days before the meeting in not less than two daily newspapers having wide circulation in

India.

(ii)

Every such notice shall state the time? date and place of such meeting, and also the business that shall be

transacted at that meeting.

(iii)

The time and date of such meeting shall be as specified by the Board. The meeting shall be held at the place

of Head Office of the Bank.

57. Extraordinary General Meeting:—

(i)

The Chairman & Managing Director or in his absence the Executive Director ofthc Bank or in his absence

any one of the Directors of the Bank may convene an Extra Ordinary General Meeting of shareholders if so

directed by the Board or on a requisition for such a meeting having been received cither from the Central

Government or from other shareholders holding shares, carrying, in the aggregate, not less than ten percent

of the -total voting rights of all the shareholders.

(ii)

The requisition referred in sub-regulation (i) shall state the purpose for which the Extra Ordinary General

Meeting is required to be convened, but may consist of several documents in like form each signed by one

or more of the requisitionists.

(iii)

Where two or more persons hold any shares jointly, the requisition or a notice calling a meeting, signed by

one or some of them shall for the purpose of this regulation have the same force and effect as if it had been

signed by all of them.

(iv) The time, date and place of the Extra Ordinary General Meeting shal 1 be decided by the Board:

Provided that the Extra Ordinary General Meeting convened on the requisition by the Central

Government or other shareholder shall be convened not later than 45 days of the receipt of the requisition.

(v)

If the Chairman and Managing Director or in his absence the Executive Director, as the case may be, docs

not convene a meeting as required by sub-regulation (I), within the period stipulated in the proviso to

sub-regulation (iv), the meeting may be called by the rcquisilionist themselves within three months from

the date of the requisition :

Provided that nothing in this sub-regulation shal 1 be deemed to prevent a meeting duly convened

before the expiry of the period of three months aforesaid, from being adjourned to some day after the

expiry of that period.

(vi) A meeting called under sub-regulation (v) by the requisitionist shall be called in the same manner, as

nearly as possible as that in which the other general meetings are called by the Board.

58.

Quorum of general meetings—

(i)

No business shall be transacted at any meeting of the shareholders unless a quorum of at least five

shareholders entitled to vote at such meeting in person are present at the commencement of such business.

(ii)

If within half an hour after the time appointed for the holding of a meeting, a quorum is not present, in the

case of a meeting called by a requisition of shareholders other than the Central Government, the meeting

shall stand dissolved

(iii)

In any other case if within half an hour after the time appointed for the holding of a meeting, a quorum is not

present, the meeting shall stand adjourned to the same day in the next week, at the same time and place or to

such other day and such other time and place as the Chairman may determine. If at the adjourned meeting

a quorum is not present within half an hour from the time appointed for holding the meeting, the shareholders

who are present in person or by proxy or by duly authorised representative at such adjourned meeting

shall be quorum and may transact the business for which the meeting was called:

Provided that no annual general meeting shal 1 be adjourned to a date later than the date within which

such annual general meeting shall be held in terms of section 10A(l) of the act and if adjournment of the

meeting to the same day in the following week would have this effect, the annual general meeting shall not

be adjourned but the business of the meeting shall be commenced within one hour from the time appointed

for the meeting if the quorum is present or immediately after the expiry of one hour from that time and those

shareholders who are present in person or by proxy or by duly authorised representative at such time

shal 1 farm the quorum.

59. Chairman at general meeting :—

(i)

The Chairman and Managing Director or in his absence, the Executive Director or in his absence such one

of the directors as may be generally or in relation to a particular meeting be authorised by the Chairman

and Managing Director or in his absence, the Executive Director in this behalf, shal 1 be the chairman of

the meeting and if the Chairman and Managing Director or the Executive Director or any other director

authorised in this behalf is not present, the meeting may elect any other director present to be the chairman

of the meeting.

(ii)

The chairman of the general meeting shall regulate the procedure at general meetings and in particular shall

have power to decide the order in which the shareholders may address the meeting to fix; a time limit

for speeches, to apply the closure, when in his opinion, any matter has been sufficiently discussed and to

adjourn the meeting.

60. Persons entitled to attend general meetings:—

(i)

All directors and all shareholders of the Bank shal 1, subject to the provisions of sub-regulation (ii), be

entitled to attend a general meeting.

(ii)

A shareholder (not being the Central Government) or a Director, attending a general meeting shall for the

purpose of identification and to determine his voting rights,, be required to sign and deliver to the Bank a

form to be specified by the chairman containing particulars relating to—

(a)

his full name and registered address;

(b)

the distinctive numbers of his shares;

(c)

whether he is entitled to vote and the number of votes to which he is entitled in person or by proxy

or as a duly authorised representative.

61.

Voting at general meetings:—

(i)

At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded be

decided on a show of hands.

(ii)

Save as otherwise provided in the Act every matter submitted to a general meeting shal 1 be decided by

a majority of votes.

(iii)

Unless a poll is demanded under sub-regulation (i), a declaration by the Chairman of the meeting that a

resolution on show of hands has or has not been earned either unanimously or by a particular majority and

an entry to that effect in the books containing the minutes of the proceedings, shall be conclusive

evidence of the fact, without proof of the number or proportion of the votes cast in favour of, or against,

such resolution.

THE GAZETTE OF INDIA: EXTRAORDINARY

[PART III—SEC. 4]

(iv)

Before or on the declaration of the result of the voting on any resolution on a show of hands, a poll may

be ordered to be taken by the chairman of the meeting of his own motion, and shall be ordered to be taken

by him on a demand made in that behalf by any shareholder or shareholders present in person or by proxy

and holding shares in the Bank which confer a power to vote on the resolution not being less than one fifth

of the total voting power in respect of the resolution.

(v)

The demand for a poll may be withdrawn at any time by the person or persons who made the demand.

(vi) A poll demanded on a question of adjournment or election of chairman of the meeting shall be taken

forthwith,

(vii) A poll demanded on any other question shall be taken at such time not being later than forty eight hours

from the time when the demand was made, as the chairman of the meeting may direct,

(viii) The decision ofthe chairman of the meeting as to the qualification of any person lo vote and also in the

case of poll, as to the number of votes any person is competent to exercise shall be final.

62. Minutes of general meetings :—

(i)

The Bank shall cause the minutes of all proceedings to be maintained in the books kept for the purpose.

(ii)

Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings

were held, or by the chairman of the next succeeding meeting shall be evidence of the proceedings,

(lii)

Until the contrary is proved, every general meeting in respect ofthe proceedings here of minutes have been

so made shal 1 be deemed to have been duly called and held, and all proceedings held thereat lo have been

duly held.

CHAPTER V

ELECTION OF DIRECTORS

63. Directors to be elected at general meeting:—

(i)

A director under clause (i) of Sub-section (3) of Section 9 of the Act shall be elected by the

shareholders on the register, other than the Central Government, from amongst themselves in the general

meeting orthe Bank.

(ii)

Where an election of a director is lobe held at any general meeting, the notice thereof shall be included

in the notice convening the meeting. Every such notice shal 1 specify the number of directors to be elected

and the particulars of vacancies in respect of which the election is to be held.

64. List of shareholders:—

(i)

For the purpose of election of a director under Sub-regulation (I) of Regulation 6.3 of these

regulations, a list shall be prepared of shareholders on the register by whom the director is to be elected.

(ii)

The list shall contain the names of the shareholders., their registered addresses, the number and denoting

numbers of shares held by them with the dates on which the shares were registered and the number of votes

to which they will be entitled on the date fixed for the meeting at which the election will take place and

copies of the list shal 1 be available for purchase at least three weeks before the date fixed for the

meeting at a price to be fixed by the Board of the Management Committee, on application at the Head

Office.

65.

Nomination of candidates for election :—

(i)

No nomination of a candidate for election as a director shall be valid unless,

(a)

he is a shareholder holding 100 shares in the Bank,

(b)

he is on the last date For receipt of nomination, not disqualified lo be a director under the Act or under

the Scheme;

(c)

he has paid all calls in respect ofthe shares ofthe Bank held by him, whether alone or jointly with

others, on or before the last date fixed for the payment ofthe call.

(d)

the nomination is in writing signed by at least one hundred shareholders entitled to elect directors

under the Act or by their duly constituted attorney, provided that a nomination by a shareholder who

is a company may be made by a resolution of the directors of the said company and where it is so

made, a copy of the resolution cartiflcd to be a true copy by the Chairman of the meeting at which it

was passed shal 1 be despatched to the Head Office of the Bank and such copy shall be deemed to be

a nomination on behalf of such company;

(e)

the nomination accompanies or contains a declaration signed by the candidate before a Judge.

Magistrate, Registrar or Sub-Registrar of Assurances or other Gazetted Officer or an officer of the

Reserve Bank of India or any nationalised bank, that he accepts the nomination and is willing to stand

for election, and that he is not disqualified either under the Act or the Scheme or these regulations

from being a director.

(ii)

No nomination shall be valid unless it is received with all the connected documents complete in all respects

and received, at the Head Office of the Bank on a working day not less than fourteen days before the date

fixed for the meeting.

66. Scrutiny of nominations:—

(i)

Nominations shall be scrutinised on the first working day following the date fixed for receipt of the nominations

and in case any nomination is not found to be valid, the same shall be rejected after recording the reason

therefor. If there is only one valid nomination for any particular vacancy to be filled by election the

candidate so nominated shall be deemed to be elected forthwith and his name and address shall be

published as so elected In such an event there shall not be any election at the meeting convened for the

purpose and if the meeting had been called solely for the purpose of the aforesaid election it shall stand

cancelled.

(ii)

In the event of an election being held, if valid nominations are more than the number of directors to be

elected the candidate polling the majority of votes shall be deemed to have been elected,

(in)

A director elected to fill an existing vacancy shall be deemed to have assumed office from the date following

that on which he is, or is deemed to be elected.

67. Election disputes:—

(i)

If any doubt or dispute shall arise as to the qualification or disqualification of a person deemed, or

declared to be elected, or as to the validity of the election of a director, any person interested, being a

candidate or shareholder entitled to vote at such election may, within seven days of the date of the

declaration of the result of such election give intimation in writing thereof to the Chairman and

Managing Director of the Bank and shall in the said intimation give full particulars of the grounds upon

which he doubts or disputes the validity of the election.

(ii)

On receipt of an intimation under sub-regulation (i), the Chairman and Managing Director or in his

absence, the Executive Director of the Bank shall forthwith refer such doubt or dispute for the decision

of a committee consisting of the Chairman and Managing Director or in his absence, the Executive

Director and any two of the directors nominated under clauses (b) and (c) of Sub-section (3) of Section 9

of the Act.

(iii)

The committee referred to.in sub-regulation (ii) shall make such enquiry as it deems necessary and if it finds

that the election was a valid election, it shall confirm the declared result of the election or, if it finds that

the election was not a valid election it shall, within 30 days of the commencement of the enquiry, make

such order and give such directions including the holding of a fresh election as shall in the circumstances

appear just to the committee

(iv)

An order and direction of such committee in pursuance of this regulation shal 1 be conclusive.

THE GAZETTE OF INDIA: EXTRAORDINARY

[PART III—SEC. 41

CHAPTER VI

Voting Rights of Shareholders

68. Determination of voting rights:—

(i)

Subject to the provisions contained in section 3(2E) of the Act, each shareholder who has been registered

as a shareholder on the date of closure of the register prior to the date of a general meeting shall, at such

meeting, have one vote on show of hands and in case of a poll shall have one vote for each share held by

him.

(ii)

Subject to the provisions contained in Section 3 (2E) of the Act, every shareholder entitled to vote as

aforesaid who, not being a company, is present in person or by proxy or who being a company is present

by a duly authorised representative or by proxy shal 1 have one vote on a show of hands and in case of a

poll shall have one vote for each share held by him as stated hercinabovc in sub-regulation (I).

Explanation—For this Chapter, "Company" means any body corporate.

(iii)

Shareholders of the Bank entitled to attend and vote at a general meeting shall be entitled to appoint another

person (whether a shareholder or not) as his proxy to attend and vote instead of himself but a proxy so

appointed shall not have any right to speak at the meeting.

69. Voting by duly authorised representative:—

(i)

A shareholder, being the Central Government or a company, may by a resolution, as the case may be,

authorise any of its officials or any other person to act as its representative at any general meeting of the

shareholders and the person so authorised (referred to as a "duly authorised representative" in these

regulations) shall be entitled to exercise the same powers on behalf of the Central Government or

company which he represents, as if he were an individual shareholder of the Bank. The authorisation so

given may be in favour of two persons in the alternative and in such a case any one of such persons may

act as the duly authorised representative of the Central Government/company,

(ii)

No person shall attend or vote at any meeting of the shareholders of the Bank as the duly authorised

representative of a company unless a copy of the resolution appointing him as a duly authorised

representative certified to be a true copy by the Chairman of the meeting at which it was passed shall

have been deposited at the Head Office of the Bank not less than four days before the date fixed for the

meeting.

70. Proxies:—

(i)

No instrument of proxy shall be valid unless, in the case of an individual shareholder, it is signed by him

or by his attorney duly authorised in writing, or in the case of joint holders, it is signed by the

shareholder first named in the register or his attorney duly authorised in writing or in the case of the body

corporate signed by its officer or an attorney duly authorised in writing:

Provided that an instrument of proxy shall be sufficiently signed by any shareholder, who is, for any

reason, unable to write his name, if his mark is affixed thereto and attested by a Judge, Magistrate,

Registrar or Sub-Registrar of Assurances or other Government Gazetted Officer or an Officer of the Bank.

(ii)

No proxy shal 1 be valid unless it is duly stamped and a copy thereof deposited at the Head Office of the

Bank not less than four days before the date fixed for the meeting, together with the power of attorney or

other authority (if any) under which it is signed or a copy of that power of attorney or other authority

certified as a true copy by a Notary Public or a Magistrate unless such a power of attorney or the other

authority is previously deposited and registered with the Bank.

(iii) No instrument of proxy shall be valid unless it is in Form "B".

(iv) An instrument of proxy deposited with the Bank shal 1 be irrevocable and final.

(v)

In the case of an instrument of proxy granted in favour of two grantees in the alternative, not more than one

form shall be executed.

(vi) The grantor of an instrument of proxy under this regulation shall not be entitled to vote in person at the

meeting to which such instrument relates.

(vii) No person shall be appointed as duly authorised representative or a proxy who is an officer or an

employee of the Bank.

CENTRAL BANK OF INDIA

FORM'A'

SHARE TRANSFER FORM

[See sub-regulation (i) of regulation 17]

FOR the Consideration stated below the 'Transferor(s)" named do hereby transfer to the 'Transferee(s)" named

the shares specified below subject to the conditions on which the said shares arc now held by the Transferor(s) and the

Transferee(s) do hereby agree to accept and hold the said shares subject to the condition aforesaid.

Full Name of the Bank

Name of the recognised :

Stock Exchange, where dealt in, if any

Description of Equity Shares

No. in Figures

Distinctive

Numbers

Number in words

From

Consideration

(in figures)

Consideration

(In Words)

Corresponding

Certificate Nos.

Transferor(s) [Seller(s)l

Particulars

Name(s) in full

Rcgd.

Folio No.

—

•

——

Signature(s)

1.-—

2.—

— -

3.—

_ —

—

ATTESTATION

Signature of witness

I hereby attest the signature of the Transferors)

herein mentioned

Signature

Name

Name and address of witness

Address/Seal

—

•

~ —

_ _

_ P I N —

— —

Transfcree(s)

Name(s) in full

[Buyer(s)] particulars

1 _

r^—__

2..

—

Signaturc(s)

2.——

Occupation

Address

Father's/Husband's Name

Transferec(s) existing Folio if any.

Value of Stamps affixed Rs

—

in same order of Names

—

Dat^d this

—

day of

—

one thousand Nine Hundred—

—

.Place

—

For office use only

Checked by —

—

Signatures tallied by

—

——-

Entered in Register of ,

Transfer No.

—

Approval Date

—

Folio

Specimen signature(s)

ofTransfcree(s)

Company Code

l . _ _

—

— .

2 . _

3.—

- — -

THE GAZETTE OF INDIA: EXTRAORDINARY

rPAUTTTl—Scr. A

Instruction for attestation:

Attestation, where required (thumb impressions, marks, signature difference etc.) should be done by a Magistrate,

Notary Public or Special Executive Magistrate or a similar authority holding a Public Office and authorised to use the seal

of his office or a member of a recognised Stock Exchange through whom the shares arc introduced or a manager of the

Transferor's Bank.

Note : Names must be rubber stamped preferably in a straighline. Chronological order should be maintained.

Broker's Clearing Number should be stated when delivery is given by a clearing Member Bank.

Name of delivering date/

Power of Attorncy/Probate/Dcath

broker or Clearing member

Certificate/Letters of Administration

Registered with the Bank No.

Date

(Signature (not initials) of broker, Bank, Company or Stock

Exchange Clearing House)

Lodged by .

•

—•

Full Address : •

Share Certificate to be Returned to

(Fill in the name and address to which the certificates arc required

to be returned)

Name & Address: —

—•

———

Share Transfer Stamps

CENTRAL BANK OF INDIA

FORM'S'

FORM OF PROXY

[See sub-regulation (iii) of regulation 70]

Folio No.

•

(To be filled in by the shareholder)

I/we, resident of-—

•

in the district of

—

in the State of

—

•

—being a shareholder/shareholders of the Central Bank oflndia

hereby appoint Shri

•

—• resident of

— -

in the

district of—•

•

in the State of —

——

or failing

him, Shri

—

resident of

in the

district of

•

in the State of

—

my/our proxy to vote for me/us and on my/our behalf at the meeting of the shareholders of the Central Bank oflndia to be

held on the —•

—

day of

——

19.

-, and at any adjournment thereof.

Signed this

•—

day of

•.

Name;—

•——

Address:

Affix Revenue Stamp

[No. ADVT-3/4/Extra Ordinary/51/2001]

Sd/- Illegible

(General Manager)

Printed by the Manager, Govt. of India Press, Ring Road, Mayapun, New Uelhi-110064

and Published by the Controller of Publications, Dclhi-110054.