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GAMMON INDIA LIMITED

GAMMON INDIA LIMITED

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General meetings of shareholders<br />

Subject to the provisions contained in Sections 166 and 210 of the Act as far as applicable, the Company shall in<br />

each year hold, in addition to any other meetings, a general meeting as its annual general meeting, and shall specify<br />

the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one<br />

annual general meeting of the Company and that of the next. Provided further that if the registrar may, for any<br />

special reason, extend the time within which any annual general meeting shall be held by a period not exceeding<br />

three months, then such annual general meeting may be held within such extended period.<br />

All general meetings other than annual general meeting shall be called extraordinary general meetings. The Board of<br />

Directors may, whenever it thinks fit, call an extraordinary general meeting. The Board of Directors shall, on the<br />

requisition of such number of members of the Company as held in regard to any manner at the date of deposit of the<br />

requisition, not less than one-tenth of such of the paid up capital of the Company as at the date carries the right of<br />

voting in regard to that matter, forthwith proceed duly to call an Extraordinary General Meeting of the Company.<br />

A general meeting of the Company may be called by giving not less than twenty-one days’ notice in writing.<br />

However, a general meeting may be called after giving a shorter notice than twenty-one days, if the consent is<br />

accorded thereto:<br />

(i) in the case of an annual general meeting by all the members entitled to vote there at; and<br />

(ii) in the case of any other meeting, by members of the Company holding not less than 95 per cent of such part<br />

of the paid up share capital of the Company as gives a right to vote at that meeting.<br />

Provided that where any members of the Company are entitled to vote only on some resolution or resolutions to be<br />

moved at the meeting and not on the others, those members shall be taken into account in respect of the former<br />

resolution or resolutions but not in respect of the latter.<br />

At least five members entitled to vote and present in person shall be a quorum for a general meeting. No business<br />

shall be transacted at any general meeting unless the quorum requisite be present at the commencement of the<br />

business.<br />

If within half an hour from the time appointed for holding a meeting of the Company, a quorum be not present, the<br />

meeting, if called upon the requisition of members, shall stand dissolved. In any other case, the meeting shall stand<br />

adjourned to the same day in the next week, at the same time and place or to such other day and at such other time<br />

and place as the Board may determine. If at any adjourned meeting also a quorum is not present within half an hour<br />

of the time appointed for holding the meeting, the members present, whatever their number or the amount of the<br />

shares held by them, shall be a quorum and shall have power to decide upon all the matters which could properly<br />

have been disposed of at the meeting from which the adjournment took place.<br />

Voting rights<br />

Subject to the provisions of the Act and of the Articles:<br />

1. upon a show of hands every member holding equity shares and entitled to vote and present in person<br />

(including an attorney or proxy of a corporation or a representative of a company) shall have one vote;<br />

2. upon a poll the voting right of every member holding equity shares entitled to vote and present in person<br />

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