gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDSECTION IX: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANYShares and share capitalThe share capital of the Company shall be as mentioned in Clause V ofMemorandum of Association of the Company.3(a)Notwithstanding anything contained in these Articles, the Company shall be entitledto dematerialize its existing shares and other securities; rematerialize its sharesand other securities held with Depositories and/or offer its fresh shares and othersecurities in a dematerialized form pursuant to the Depositories Act, 1996 and therules framed there under and on the same being done, the Company shall furtherbe entitled to maintain a register of Members with the details of members holdingshares both in material and dematerialized form in any media as permitted by lawincluding any form of electronic media, either in respect of existing shares or anyfuture issue and transfer or transmission of any shares or other securities held inmaterial or dematerialized form.3(b)The shares and other Securities of the Company which are held indematerialised form shall not be progressively numbered and the provisionsrelating to the progressive numbering shall not apply to the shares or otherSecurities of the Company which are dematerialised or may be dematerialised infuture or issued in future in dematerialised form and no share certificates shall beissued in respect of the shares issued/held in rematerialised form with anyDepository and the provisions of regulations 7 and 8 of Table A of Schedule I ofthe Act shall not apply in this regard.3(c). Save as herein otherwise provided, the Company shall be entitled to treatthe person whose name appears as the Beneficial Owner of the shares/ Securitiesin the records of the Depository as the absolute owner thereof as regards thereceipt of dividends or bonus or service of notice and all or any other mattersconnected with the Company and accordingly the Company shall not (except asordered by a court of competent jurisdiction or as by law required) be bound torecognise any benami trust or equity or equitable, contingent or other claims to orinterest in such shares/Securities on the part of any other person whether or notit shall have express or implied notice thereof.3(d)In the case of transfer or transmission of Securities held by Beneficial Ownerswith the Depository the provisions relating to the normal transfer or transmissionof Securities in respect of the Securities held in the physical mode shall not applyto the transfer of Securities effected by the transferor and the transferee both ofwhom is entered as Beneficial Owners in the records of the Depository. In case oftransfer or transmission of shares or other Securities where the Company has notissued any certificates in respect thereof and where such shares or Securities arebeing held in an electronic and fungible form with a Depository, the provision ofthe Depository Act, 1996 shall apply.3(1)Where at the time after the expiry of two years from the formation of thecompany or at any time after the expiry of one year from the allotment of sharesin the company made for the first time after its formation, whichever is earlier, it isproposed to increase the subscribed capital of the company by allotment of furthershares either out of the un-issued capital or out of the increased share capitalthen:Such further shares shall be offered to the persons who at the date of the offer,are holders of the equity shares of the company, in proportion, as near ascircumstances admit, to the capital paid up on those shares at the date.200