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gayatri projects limited - Edelweiss

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estrictions as the Company in General Meeting may impose so that not less thantwo hours in each day are allowed for such inspection to any creditor or memberof the Company without fee and to any other person on payment of Re 1/- foreach inspection at the Registered Office of the Company.67(d) Subject to the provisions of the Act and Companies (Acceptance of Deposit)Rules, 1975 the Directors may receive deposits on such terms and bearing interestat such rate as the Directors may decide from time to time. The deposits may bereceived from any person or person including the Directors and the Shareholdersof the Company.Restriction on borrowing powersDirector’s loans and guaranteesMortgage of uncalled capitalThe Directors may, subject to the provisions of Section 293 of the Act borrow anysum of money and where the moneys to be borrowed together with the money(s)already borrowed by the company (apart from temporary loans obtained from thecompany’s bankers in the ordinary course of business) exceeds the aggregate ofthe paid up capital of the company and its reserves that is to say, reserves not setapart for any specific purpose, the sanction of the General Meeting should beobtained and every resolution passed by the company in relation to the exerciseof the power referred to in the Article shall specify the total amount upto whichmoneys may be borrowed by the Board of Directors.The Directors shall be entitled to receive interest on loans made by them to thecompany as may be agreed between the Company and the Directors. The Directors,including the Managing Director may guarantee any loan made to the Companyand shall be entitled to receive such payment on account of his having given anysuch guarantee as may be determined by the Board, and such payment shall notbe remuneration in respect of his services as Director.If any uncalled capital of the company be included in or charged by any mortgageor security is executed, or any other person in trust for him to make calls on themembers in respect of such uncalled capital, and the provisions herein beforecontained in regard to calls shall mutates mutandis apply to calls made undersuch authority and such authority may be made exercisable either conditionallyor unconditionally made either to the exclusion of the Directors power or otherwiseand shall be assignable if expressed so to be.GENERAL MEETINGSAnnualGeneral MeetingDistinction betweenannual andothergeneral meetingsExtra-ordinary general meeting(a) The Board of Directors shall hold Annual General Meeting of the company inaccordance with the Provisions of Section 166 of the Companies Act.(b) The Board of Directors may, suo moto, call any other General Meeting, besidesthe Annual General Meeting.The Meetings referred to in Article 71 (a) shall be called as Annual GeneralMeetings and all other meetings of shareholders shall be called as Extra OrdinaryGeneral Meetings.The Board of Directors of the Company, shall on the requisition of such number ofmembers of the company as is specified in sub-section (4) of Section 169 of theAct, forthwith proceed duly to call an Extra-Ordinary General Meeting of theCompany and the provisions of Section 169 of the Act, shall apply thereto.Provided If at any time there are not within India Directors capable of acting whoare sufficient in number to form a quorum, any Director or any two members of theCompany may call an Extra-Ordinary General Meeting in the same manner, asnearly as possible, as that in which the Board may call a meeting.211

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