COMPANIES ACT - 1963 (ACT 179)

    Section - 97 - Restrictions on Transferability of Debentures

    (1) Except as expressly provided in the terms of any debentures, debentures shall be transferable without restriction by a written transfer in common form and so that the transferee shall be entitled to the debenture and to the moneys secured thereby without regard to any equities, set-off, or cross claim between the company and the original or any intermediate holder.

    (2) Subject to section 294 of this Code, the terms of any debenture may impose restrictions of any nature whatsoever on the transferability of debentures including power for the company to refuse to register any transfer and provisions for compulsory acquisition or rights of first refusal in favour of other debentureholders, or members or officers of the company:

    Provided that if any restriction is imposed on the right to transfer any debenture, notice of the restriction shall be endorsed on the face of the debenture or debenture stock certificate and, in the absence of such endorsement, the restriction shall be ineffective as regards any transferee for value whether or not he has notice of the restriction.