gayatri projects limited - Edelweiss

ALTERATION OF CAPITALIncrease of capitalSame as original capitalReduction of capitalConsolidation of sharesConversion of sharesTransfer of stockRight of stock holdersThe Company in General Meeting may, from time to time increase the capital bycreating and/or issuing new shares. The new capital may be divided intopreference shares or equity shares and may be issued upon such terms andconditions, and with such rights and privileges annexed thereto, as the GeneralMeeting resolving upon the creation and/or issuing thereof shall direct, and if nodirection be given, as the Board of Directors shall determine, and in particularsuch shares may be issued with preferential or qualified rights to dividends andin the distribution of assets of the company.Any Capital raised by the creation and/or issue of new shares shall be consideredas part of the original capital in all respects so far as may be, subject to theforegoing provisions, with reference to the payment of calls and instalments,transfer and transmission, forfeiture, lien and surrender, unless it may be otherwiseresolved by the General Meeting sanctioning the increase.Any company may, subject to confirmation by the Court from time to time, by specialresolution, reduce its capital in any way, and in particular and without prejudice tothe generality of the foregoing powers by exercising the powers mentioned inSection 100 of the Companies Act, 1956.The company may by Special Resolution, reduce in any manner and with andsubject to, any incident authorised and consent required by law :(a) its Share Capital(b) any Capital Redemption Reserve Fund, or(c) any Share Premium Account.The company may consolidate all or any of its share capital into shares of largeamount than its existing shares.The company may convert all or any of its fully paid up shares into stock, and reconvertthat stock into fully paid up shares of any denominations.The holders of stock may transfer the same or any part thereof in the same manneras, and subject to the same regulation under which the shares from which thestock arose.The holders of stock shall, according to the amount of stock held by them, havethe same rights, privileges and advantages as regards dividend, voting at meetingof the company and other matters as if they held the shares from which the stockarose, but no such privilege or advantage (except participation in the dividendsand profits of the company and in the assets on winding up) shall be conferred byan amount of stock which would not, if existing in shares, have inferred that privilegeor advantage.Such of the regulations of the company (other than those relating to share warrants)as are applicable to paid up shares shall apply to stock and the words “Shares”and “Shareholders”, in these regulations shall include “Stock” and “Stockholder”respectively.The company may sub-divide its shares or any of them into shares of smalleramount than is fixed by Memorandum so however, that in the sub-division, theproportion between the amount paid and the amount, if any, unpaid on eachreduced share shall be the same as it was in the case of the share from which thereduced share is derived.209