gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDNomination Facility to the InvestorIn accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidder, may nominateany one Person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as thecase may be, the Equity Shares allotted, if any, shall vest. A Person, being a nominee, entitled to the Equity Shares byreason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to thesame advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Wherethe nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any Person to becomeentitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon asale/ transfer/ alienation of Equity Share(s) by the Person nominating. A buyer will be entitled to make a fresh nomination inthe manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the registeredoffice of the Company or at the Registrar and Transfer Agents of the Company.In accordance with Section 109B of the Companies Act, any Person who becomes a nominee by virtue of the provisions ofSection 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, electeither:a. to register himself or herself as the holder of the Equity Shares; orb. to make such transfer of the Equity Shares, as the deceased holder could have made.Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself orto transfer the Equity Shares, and if the notice is not complied with, within a period of ninety days, the Board may thereafterwithhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirementsof the notice have been complied with.Since the allotment of Equity Shares in the Offer will be made only in dematerialised mode, there is no need to makea separate nomination with us. Nominations registered with the respective depository participant of the applicant wouldprevail. If an investor needs to change the nomination, they are requested to inform their respective depositoryparticipant.Minimum SubscriptionIf we do not receive the minimum subscription of 90% of the net fresh offer to the public to the extent of including devolvementon Underwriters within 60 days from the date of closure of the bid, we shall forthwith refund the entire subscription amountreceived. If there is a delay beyond 8 days after we become liable to pay the amount, we shall pay interest prescribed underSection 73 of the Companies Act 1956The requirement for minimum subscription is not applicable to the Offer for Sale. In case of undersubscription in the Offer, theEquity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale.JurisdictionExclusive jurisdiction for the purpose of this Offer is with competent courts/authorities in Mumbai, India.Subscription by Non-Residents, NRI, FIISThere is no reservation for any Non-Residents, NRIs, FIIs, foreign venture capital investors registerd with SEBI and multilateraland bilateral development financial institutions and such Non-Residents, NRIs, FIIs, foreign venture capital investors registeredwith SEBI amd multilateral and bilateral development financial institutions will be treated on same basis with the othercategories for the purpose of allocation.As per RBI regulations, OCBs cannot participate in the Offer. Equity Shares acquired by NRIs can only be sold toIndian Residents and other NRIs.Withdrawal of the OfferThe Company and the Selling Shareholder, in consultation with the BRLMs, reserves the right not to proceed with the Offerat anytime including after the Bid Closing Date, without assigning any reason thereof.Arrangements for Disposal of Odd LotsSince the market lot of our Equity Shares will be one, no arrangements for disposal of odd lots is required.Restriction on Transfer of Shares and Alteration of Capital StructureThe restriction if any, on the transfer of our Equity Shares are contained in the section titled “Main Provisions of the Articlesof Association of the Company beginning at Page 200 of this Prospectus.32