gayatri projects limited - Edelweiss

draft thereof in writing is circulated together with the necessary papers, if any, toall the Directors or to all the members of the Committee of the Board as the casemay be then in India (not being less in number than the quorum fixed for a meetingof the Board or Committee, as the case may be) and to all other Directors, ormembers of the Committee at their usual address and has been approved by suchof them as are in India or by a majority of such of them, as are entitled to vote onthe resolution.Managing DirectorCustody of the SealSeal for use in Foreign territoryForeign registerThe Board may, from time to time and at any time appoint one or more of theirbody to be a whole time or Managing Director or Directors to manage and conductthe business of the company subject to their control, direction and superintendence,and subject to the provisions of the Act and the articles. The whole time orManaging Director or Directors will not be liable to retire by rotation.The Directors shall provide a Common Seal for purpose of the Company, andshall have power from time to time to destroy the same and substitute a new sealin lieu thereof. The Directors shall provide for the safe custody of the Seal for thetime being and the seal shall never be used, except by the Authority of the Directorsor a Committee of the Directors previously given, and one Director at least shallsign every instrument to which the seal is affixed, provided nevertheless, that anyinstrument bearing the Seal of the Company and issued for valuable considerationsshall be binding on the Company notwithstanding any irregularity touching theauthority of the Directors to issue the same.The Company may have for use in any territory, district or place not situated inIndia, an official seal which shall be a facsimile of its Common seal with the additionof the name of the territory, district or place.The Company shall keep in any State or Country outside India, a branch registerof members or debenture holders resident in that State or Country (hereinaftercalled as Foreign Register) and shall, within one month from the date of theopening of any foreign register, file with the Registrar notice of the situation of theoffice where such register is kept and in the event of any change of situation ofsuch office or of its discontinuance as the case may be file notice with the Registrarof such change or discontinuance. As regards the provisions relating to ForeignRegister, the Company shall have regard to Section 158 of the Act.ACCOUNTS, AUDITS AND DIVIDENDS (a) ACCOUNTSBooks where keptThe Books of accounts shall be kept at the Registered Office of the Company, orat such other place in India as the Directors may think fit.The Directors shall, from time to time, determine whether and to what extent andat what times and places and under what conditions or regulations the accountsand books of the company or any of them shall be open to inspection of membersnot being Directors. No member (not being a Director) shall have any right toinspect the same except as conferred by the Companies Act, or authorised by theBoard of Directors, or by any resolution of the Company in General Meeting.(b) AUDITAuditorsOnce at least in every year the accounts of the company shall be examined, andthe correctness thereof and of the balance sheet and profit and loss accountascertained by one or more Auditor or Auditors.219