gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDrelation thereby established but the nature of the interest must be disclosed byhim or them at the meeting of Directors at which the contract or arrangement isdetermined if the interest than exists or in any other case at the first meeting of theDirectors after the acquisition of the interest.When Director of this companyappointed Directors of asubsidiary companyA Director of this company may be or become a Director of any company promotedby this company or in which it may be interested as a vendor, share holder, orotherwise, and no such Director shall be accountable for any benefits received asDirector or member of such company.Quorum casting vote generalChairman of boardDelegation of powers by boardMeetings etc. of committeeMinutesMEETINGS OF DIRECTORSThe Directors shall meet together at least once in every three months and at leastfour such meetings shall be held in every year. Two Directors or one third of thetotal strength of Directors, whichever is higher as provided in Section 287 of theCompanies Act, 1956 shall be a quorum. Where at any time, the number ofinterested Directors exceeds or is equal to two thirds of the total strength, thenumber of remaining Directors not so interested present at the meeting, being notless than two, shall be the quorum during such time. Any Director or ManagingDirector may at any time and the Managing Director shall upon the request of anyDirector at any time convene a meeting of Directors. Questions arising at anymeeting shall be decided by a Majority of Votes. In case of an equality of votes,the Chairman shall have a second or casting vote.(a) The Board of Directors may elect a Director as Chairman of the Board.(b) If no such Chairman is present within 15 minutes after the time appointed forholding the meeting, the Directors present may choose one of them to be Chairmanof the meeting.Subject to the restrictions contained in Section 292 of the Act, the Board maydelegate any of their powers to committees of the Board consisting of such memberor members of its body, as it thinks fit. Every Committee of the Board so formedshall in exercise of the powers so delegated conform to any regulations that may,from time to time, be imposed on it by the Board. All acts done by any suchCommittee of the Board in conformity with such regulations and in fulfillment ofthe purposes of their appointment but not otherwise, shall have the like force andeffect as if done by the Board.The meetings and proceedings of any such committee consisting of two or moremembers shall be governed by the Provisions herein before contained forregulating the meeting and proceedings of the Directors, so far as the same areapplicable thereto and are not superseded by any regulations made by theDirectors under the last preceding clause.All minutes shall be signed by the Chairman of the meeting at which the sameare recorded or by the person who shall preside as Chairman at the next ensuingmeeting and all minutes purporting to be so signed shall for all purposes whateverbe prima facie evidence of the actual passing of the resolution recorded, and theactual and regular transaction or occurrence of the proceedings to be so recorded,and of the regularity of the meeting at which the same shall appear to have takenplace.Resolution without board meeting Save in those cases where a resolution is required by Sections 262, 292, 297,316, 372(4) and 386 of the Act, to be passed at a meeting of the Board, a resolutionshall be as valid and effectual as if it had been passed at a meeting of the Boardor Committee of the Board, as the case may be, duly called and constituted, if a218