Shares.

1. No person shall be deemed to have accepted any share in the Company unless he has testified his acceptance thereof by writing under his hand in such form as the Company from time to time directs.

6. If several persons are registered as joint holders of any share any one of such persons may give effectual receipts for any dividend payable in respect of the share.

7. The Company may decline to register any transfer of shares made by a shareholder who is indebted to them.

8. Every shareholder shall on payment of such sum not exceeding one shilling as the Company may prescribe be entitled to a certificate under the common seal of the Company specifying the share or shares held by him and the amount paid up thereon.

9. If such certificate is worn out or lost it may renewed on payment of the sum of one shilling.

9A. The transfer books shall be closed during the fourteen days immediately preceding the ordinary General Meeting in each year.

Transmission of Shares.

10. The executors or administrators of a deceased shareholder shall be the only person recognized by the Company as having any title to his share.

11. Any person becoming entitled to a share in consequence of the death bankruptcy or insolvency of any shareholder or in conse- page 8 quence of the marriage of any female shareholder or in any way other than by transfer may be registered as a shareholder upon such evidence being produced as may from time to time be required by the Company.

12. Any person who has become entitled to a share in any way other than by transfer may instead of being registered himself elect to have some person to be named by him registered as a holder of such share.

13. The person so becoming entitled shall testify such election by executing to his nominees a deed of transfer of such share.

14. The deed of transfer shall be presented to the Company accompanied with such evidence as they may require to prove the title of the transfer or and thereupon the Company shall register the transferee as a sharoholder.

Forfeiture of Shares.

19. Any shareholder whose shares have been forfeited shall notwithstanding be liable to pay to the Company all calls owing upon such shares at the time of the forfeiture.

Increase in Capital.

20. The Company may with the sanction of the Company previously given in general meeting increase its capital.

21. Any capital raised by the creation of new shares shall be considered as part of the original capital and shall be subject to the same provisions in all respects whether with reference to the payment of calls or the forfeiture of shares on non-payment of calls or otherwise as if it had been part of the original capital.

General Meetings.

22. The first General Meeting shall be held at such time not being more than twelve months after the incorporation of the Company and at such place as the Directors may determine.

23. Subsequent General Meetings shall be held at such time and place as may be prescribed by the Company in General Meetings and if no other time or place is prescribed a General Meeting shall be held on the first Monday in February in every year at such place as may be determined by the Directors.

24. The above-mentioned General Meetings shall be called ordinary meetings all other General Meetings shall be called extraordinary.

25. The Directors may whenever they think fit and they shall upon a requisition made in writing by any number of shareholders holding in the aggregate not less than one-fifth part of the shares of the Company convene an extraordinary General Meeting.

26. Any requisition so made by the shareholders shall express the object of the meeting proposed to be called and shall be left at the registered office of the Company.

27. Upon the receipt of such requisition the Directors shall forthwith proceed to convene a General Meeting. If they do not proceed to convene the same within twenty-one days from the date of the requisition the requisitionists or any other shareholders holding the required number of shares may themselves convene a meeting.

28. Seven days' notice at the least specifying the place the time the hour of meeting and the purpose for which any General Meeting is to be held shall be given by advertisement or in such other manner (if any) as may be prescribed by the Company.

29. Any shareholder may on giving not less than three days' previous notice submit any resolution to a meeting beyond the matters contained in the notice given of such meeting.

30. The notice required of a shareholder shall be given by leaving a copy of the resolution at the registered office of the Company.

31. No business shall be transacted at any meeting except the declaration of a dividend unless a quorum of shareholders is present at the commencement of such business and such quorum shall be ascertained as follows that is to say if the shareholders belonging to the Company at the time of the meeting do not exceed ten in number the quorum shall be five if they exceed ten there shall be added to the above quorum one for every five additional shareholders up to fifty and one for every ten additional shareholders after fifty with this limitation that no quorum shall in any case exceed forty.

32. If within one hour from the time appointed for the meeting the required number of shareholders is not present the meeting if convened upon the requisition of the shareholders shall be dissolved In any other case it shall stand adjourned to the following day at the same time and place and if at such adjourned meeting the required number of shareholders is not present it shall be adjourned sine die.

33. The Chairman (if any) of the Board of Directors shall preside as Chairman at every meeting of the Company.

34. If there is no such Chairman or if at any meeting he is not present at the time of holding the same the shareholders present shall choose some one of their number to be Chairman of such meeting.

35. The Chairman may with the consent of the meeting adjourn any meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

36. At any General Meeting unless a poll is demanded by at least five shareholders a declaration by the Chairman that a resolution has been carried and an [unclear: enery] to that effect in the book of proceedings of the Company shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.

37. If a poll is demanded in manner aforesaid the same shall be taken in such manner as the Chairman directs and the result of such page 10 poll shall be deemed to be the resolution of the Company in General Meeting.

Votes of Shareholders.

39. If any shareholder is a lunatic or an idiot he may vote by his committee "and if any shareholder is a minor he may vote by his guardian or any one of his guardians if more than one.

40. If one or more persons are jointly entitled to a share or shares the person whose name stands first in the register of shareholders as one of the holders of such share or shares and no other shall be entitled to vote in respect of the same.

42. Votes may be given either personally or by proxies A proxy shall be appointed in writing under the hand of the appoint or or if such appoint or is a Corporation under the common seal.

43. No person shall be appointed a proxy who is not a shareholder and the instrument appointing him shall be deposited at the Register Office of the Company not less than forty-eight hours before the time of holding the meeting at which he proposes to vote but no instrument appointing a proxy shall be valid after the expiration of one month from the date of its execution.

Powers of Directors.

46. The business of the Company shall be managed by the Directors who may exercise all such powers of the Company as are not by this Act or by the Articles of Association (if any) declared to be exercisable by the Company in General Meeting subject nevertheless to any regulations of the Articles of Association to the provisions of this Act and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meeting but no regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

Rotation of Directors.

48. At the first ordinary meeting after the incorporation of the Company the whole of the Directors shall retire from office and at the first ordinary meeting in every subsequent year one-third of the Directors for the time being or if their number is not a multiple of three then the number nearest to one-third shall retire from office.

49. The one-third or other nearest number to retire during the first and second years ensuing the corporation of the Company shall unless the Directors agree among themselves be determined by ballot In any subsequent year the one-third or other nearest number who have been longest in office shall retire.

50. A retiring Director shall be re-eligible.

51. The Company at the General Meeting at which any Directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons.

52. If at any meeting at which an election of Directors ought to take place no such election is made the meeting shall stand adjourned till the next day at the same time and place and if at such adjourned meeting no election takes place the former Directors shall continue to act until newDirectors are appointed at the first ordinary meeting of the following year.

53. The Company may from time to time in general meeting increase or reduce the number of Directors and may also determine in what rotation such increased or reduced number is to go out of office.

54. Any casual vacancy occurring in the Board of Directors may be tilled up by the Directors but any person so chosen shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred.

Proceedings of Directors.

57. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.

58. A committee may elect a Chairman of the meetings If no such Chairman is elected or if he is not present at the time appointed for holding the same the members present shall choose one of their number to be Chairman of such meeting.

59. A committee may meet and adjourn as they think proper Questions at any meetings shall be determined by a majority of votes of the members present and in case of an equal division of votes the Chairman shall have a casting vote.

60. All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Directors or persons acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a Director.

And any such minutes as aforesaid if signed by any person purport- page 12 ing to be the Chairman of any meeting of Directors or committee of Directors shall be receivable in evidence without any further proof.

62.The Company in general meeting may by a special resolution remove any Director before the expiration of his period of office and appoint another qualified person in his stead The person so appointed shall hold office during such time only as the Director in whose place he is appointed would have held the same if he had not been removed.

Dividends.

64. No dividend shall be payable except out of the profits arising from the business of the Company.

65. The Directors may before recommending any dividend set aside out of the profits of the Company such sum as they think proper as a reserved fund to meet contingencies or for equalizing dividends or for repairing or maintaining the works connected with the business of the Company or any part thereof and the Directors may invest the sum so set apart as a reserved fund upon such securities as they with the sanction of the Company may select.

66. The Directors may deduct from the dividends payable to any shareholder all such sums of money as may be due from him to the Company on account of calls or otherwise.

68. No dividend shall bear interest as against the Company.

Accounts,

70. Once at the least in every year the Directors shall lay before the Company in general meeting a statement of the income and expenditure for the past year made up to a date not more than three months before such meeting.

71. The statement so made shall show arranged under the most convenient heads the amount of gross income distinguishing the several sources from which it has been derived and the amount of gross expenditure distinguishing the expense of the establishment salaries and other like matters Every item of expenditure fairly chargeable against the year's income shall be brought into account so that a just balance of profit and loss may be laid before the meeting page 13 and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year the whole amount of such item shall be stated with the addition of the reasons why only a portion of such expenditure is charged against the income of the year.

72. A balance sheet shall be made out in every year and laid before the general meeting of the Company and such balance sheet shall contain a summary of the property and liabilities of the Company arranged under the heads appearing in the form annexed to this table or as near thereto as circumstances admit. (Sec Act.)

Audit.

74. The accounts of the Company shall be examined and the correctness of the balance sheet ascertained by one or more auditor or auditors to be elected by the Company in general meeting.

75. If not more than one auditor is appointed all the provisions herein contained relating to auditors shall apply to him.

76. The auditors need not be shareholders in the Company No person is eligible as an auditor who is interested otherwise than as a shareholder in any transaction of the Company and no Director or other officer of the Company is eligible during his continuance in office.

77. The election of auditors shall be made by the Company at their ordinary meeting or if there are more than one at their first ordinary meeting in each year.

78. The remuneration of the auditors shall be fixed by the Company at the time of their election.

79. Any auditor shall be re-eligible on his quitting office.

80. If any casual vacancy occurs in the office of auditor the Directors shall forthwith call an extraordinary general meeting for the purpose of supplying the same.

81. If no election of auditors is made in manner aforesaid the Governor may on the application of one-fifth in number of the shareholders of the Company appoint an auditor for the current year and fix the remuneration to be paid to him by the Company for his services.

82. Every auditor shall be supplied with a copy of the balance sheet and it shall be his duty to examine the same with the accounts and vouchers relating thereto.

83. Every auditor shall have a list delivered to him of all books kept by the Company and he shall at all reasonable times have access to the books and accounts of the Company He may at the expense of the Company employ accountants or other persons to assist him in investigating such accounts and he may in relation to such accounts examine the Directors or any other officer of the Company.

84. The auditor shall make a report to the shareholders upon the balance sheet and accounts and in every such report they shall state whether in their opinion the balance sheet is a full and fair page 14 balance sheet containing the particulars required by these regulations and properly drawn up so as to exhibit a true and correct view of the state of the Company's affairs and in case they have called for explanations or information from the Directors whether such explanations or information have been given by the Directors and whether they have been satisfactory and such report shall be read together with the report of the Directors at the ordinary meeting.

Notices.

86. All notices directed to be given to the shareholders shall with respect to any share to which persons are jointly entitled be given to whichever of the said persons is named first in the register of shareholders and notice so given shall be sufficient notice to all the proprietors of such share.

87. All notices required by this Act to be given by advertisement shall be advertised in a newspaper circulating in the district in which the registered office of the Company is situated.