gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDSub-division of sharesCancellationof sharesThe company may cancel shares which at the date of the passing of the resolutionin that behalf, have not been or agreed to be taken by any person, and diminishthe amount of its share capital by the amount of the shares so cancelled.Sub-division into preferred and equity The resolution whereby any share is sub-divided may determine that as betweenthe holders of the resulting shares from such division, one or more of such classof shares shall have same preference or special advantage as regards dividend,capital or otherwise over or as compared with the other or others.Modification of rightsWhenever the capital by reason of the issue of preference shares or otherwise isdivided into different classes of shares, all or any of the rights and privilegesattached to each class in the capital for the time being of the company may bemodified, commuted, effected, abrogated or dealt with by agreement between thecompany and any person purporting to contract on behalf of that class, providedthat such agreement is ratified in writing by the holders of at least 75% in nominalvalue of the issued shares of the class, or is confirmed by a special resolutionpassed at a separate General Meeting of the holder of shares of that class. Thepowers conferred upon the company by this Article are subject to Sections 106and 107 of the Act.BORROWING POWERSPower to borrow(a) Subject to the provisions of the Act, and without prejudice to the powerconferred by any other article or articles, the Directors may, from time to time, attheir discretion, borrow or secure the payment of any sum or sums of money forthe purpose of the company either from any Director or elsewhere on security orotherwise and may secure the repayment or payment of any sum or sums in suchmanner, and upon such terms and conditions in all respects as they think fit, andin particular by the creation of any mortgage or charge on the undertaking or thewhole or any part of the property present or future, or the uncalled Capital of theCompany, or by the issue of debenture stock of the company perpetual orredeemable, charged upon the undertaking or all or any part of the property ofthe company, both present and future including its uncalled capital for the timebeing and the Directors or any of them may guarantee the whole or any part ofthe loans or debts raised or incurred by or on behalf of the company or any interestpayable thereon, and shall be entitled to receive such payment as considerationfor the giving of any such guarantee as may be determined by the Directors withpower to them to indemnify the guarantors from or against liability under theirguarantees by means of a mortgage or charge on the undertaking of the companyor upon any of its property or assets or otherwise.(b) The Directors may at any time by a resolution passed at a Board Meetingdelegate to any category of managerial, personnel or any Committee of Directorsor any other principal officer of the branch office of the company, the powersspecified in sub-clause (a) above provided the resolution delegating powers tosuch managerial personnel or committee to borrow moneys shall specify the totalamount upto which the moneys may be borrowed by him or them.Provided thatthe right to conversion of loan or debentures in shares shall not be given with outthe sanction of the company in General Meeting.67 (c ) The Directors shall cause a proper register to be kept in accordance withthe provisions of the Act or changes specifically affecting the property of theCompany and shall duly comply with the requirements of the Act with regard tothe registration of mortgages and charges. The register of charges kept inpursuance of the Act shall be open during business hours, subject to reasonable210