gayatri projects limited - Edelweiss

TERMS OF THE OFFERThe Equity Shares being offered are subject to the provisions of the Companies Act, our Memorandum and Articles ofAssociation, the terms of the Red Herring Prospectus, Prospectus, Bid cum Application Form, the Revision Form, theConfirmation of Allocation Note and other terms and conditions as may be incorporated in the allotment advices and otherdocuments/certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to laws asapplicable, guidelines, notifications and regulations relating to the Offer of capital and listing and trading of securities issuedfrom time to time by SEBI, the Government of India, Stock Exchanges, FIPB, RBI, Registrar of Companies and/or otherauthorities, as in force on the date of the Offer and to the extent applicable.Ranking of Equity SharesThe Equity Shares being offered shall be subject to the provisions of our Memorandum and Articles of Association and shallrank pari passu in all respects with the existing Equity Shares of our Company including rights in respect of dividend. Theallottees will be entitled to dividend or any other corporate benefits, if any, declared by the Company after the date of allotment/allocation.See the section titled “Main Provisions of the Articles of Association of the Company” beginning on page 200 ofthis Prospectus.Mode of Payment of DividendPayment of dividend by our Company, if recommended by our Board and declared at our general meeting, would be in anyof the modes specified or permitted by the Act from time to time.Face Value and Offer PriceThe Equity Shares with a face value of Rs. 10/- each are being offered in terms of this Prospectus at a price of Rs. 295 perEquity Share. At any given point of time there shall be only one denomination for the Equity Shares.Compliance with SEBI GuidelinesWe shall comply with all disclosure and accounting norms aas specified by SEBI from time to time.Rights of the Equity ShareholderSubject to applicable laws, the equity shareholders shall have the following rights: Right to receive dividend, if declared; Right to attend general meetings and exercise voting powers, unless prohibited by law; Right to vote on a poll either in person or by proxy; Right to receive offers for rights shares and be allotted bonus shares, if announced; Right to receive surplus on liquidation; Right of free transferability; and Such other rights, as may be available to a shareholder of a listed public company under the Companies Act andour Memorandum and Articles of Association.For further details on the main provisions of our Articles of Association dealing with voting rights, dividend, forfeiture and lien,transfer and transmission and/or consolidation/splitting, refer to the Section on “Main Provisions of Articles of Association ofthe Company” on page 200 of this Prospectus.Market Lot and Trading LotIn terms of Section 68B of the Companies Act, the Equity Shares of the Company shall be allotted only in dematerialisedform. As per existing SEBI Guidelines, the trading of our Equity Shares shall only be in dematerialised form for all investors.Since trading of our Equity Shares is compulsorily in dematerialized mode, the tradable lot is one Equity Share. Allotmentthrough this Offer will be done only in electronic form in multiples of 1 Equity Shares subject to a minimum Allotment of 20Equity Shares.31