gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDWINDING UPNoticeNo share holder to enter thepremises of the companywithout permissionIf the Company shall be wound up, and the assets available for distribu-tion amongthe Members as such shall be insufficient to repay the whole of the paid up capital,such assets shall be distributed so that, as nearly as may be the losses shall beborne by the Members in propor-tion to the capital paid up at the commencementof the winding up on the shares held by them respectively and if in a winding upthe assets available for distribution among the Members shall be more thansuffi-cient to repay the whole of the capital paid up at the commencement of thewinding up, the excess shall be distributed amongst the Members in proportion tothe capital paid up or which ought to have been paid up at the commencement ofthe winding up on the shares held by them respectively.In a winding up the Liquidator may, irrespective of the powers conferred on himby the Companies Act and as an additional power, with the authority of a SpecialResolution, sell the undertaking of the company or the whole or any part of itsassets, for shares fully or partly paid up or the obligations of or other interests inany other company and may by the contract of sale agreement for the allotment tothe members of the proceeds of sale in proportion to their respective interests inthe company. Any such sale or arrangement or the special resolution confirmingthe same may subject to the provisions of Article 11 hereof provide for thedistribution or appropriation of the shares or other benefits to be received incompensation otherwise than in accordance with the legal rights of thecontributories of the company and in particular, any class may be given preferentialor special rights or may be excluded altogether or in part and further by the contracta time may be limited at the expiration of which shares, obligations or other interestnot accepted or required to be sold shall be deemed to have been refused, andbe at the disposal of the liquidator or the purchasing company.(1) If the company shall be wound-up, the Liquidator may with the sanction ofSpecial Resolution and any other sanction required by the Companies Act, 1956divide amongst the members in specie or kind the whole or any part of the assetsof the company whether or not they shall consist of property of the same kind.(2) For the purpose aforesaid, the Liquidator may set such value as he deems fairupon any property to be divided as aforesaid and may determine how such divisionshall be carried out as between the members or different classes of members.Every Director, Manager, Trustee, Member of a Committee, Officer, Servant, agent,Accountant, or other persons employed in the business of the company, shall if sorequired by the Directors or Managing Agents sign a declaration pledging himselfto observe a strict secrecy respecting all transactions of the company with itscustomers and the state of accounts with individuals and in matters relating thereto,and shall by such declaration pledge himself not to reveal any of the matters whichmay come to his knowledge in the discharge of his duties except when requiredso to do by the Directors or by any meeting or by a Court of Law and except so faras may be necessary in order to comply with any of the provisions in these presentscontained.No member or other person (not being a Director) shall be entitled to enter theproperty of the company or to inspect or examine the company’s premises orproperties of the company without the permission of the directors of the companyfor the time being or subject to these articles to require discovery of anyinformationrespecting any detail of the company’s trading of any matter which isor may be in the nature of a trade secret, mystery of trades or secret process or ofany matter whatsoever which may relate to the conduct of the business of thecompany and which in the opinion of the Directors or Managing Agents it will beinexpedient of the company to communicate to the public.224