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APR Constructions Limited - Saffron Capital

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Provided that the right to conversion of loan or debentures in shares shall not be given withoutthe sanction of the<br />

company in General Meeting by a Special Resolution.<br />

(b) The Directors shall cause a proper register to be kept in accordance with the provisions of the Act or changes<br />

specifically affecting the property of the Company and shall duly comply with the requirements of the Act with<br />

regard to the registration of mortgages and charges. The register of charges kept in pursuance of the Act shall be<br />

open during business hours, subject to reasonable restrictions as the Company in General Meeting may impose so<br />

that not less than two hours in each day are allowed for such inspection to any creditor or member of the Company<br />

without fee and to any other person on payment of Re 1/- for each inspection at the Registered Office of the<br />

Company.<br />

(c) Subject to the provisions of the Act and Companies (Acceptance of Deposit) Rules, 1975 the Directors may<br />

receive deposits on such terms and bearing interest at such rate as the Board of Directors may decide from time to<br />

time. The deposits may be received from any person or person including the Directors and the Shareholders of the<br />

Company.<br />

70. VOTES OF MEMBERS<br />

a) Voting rights shall be exercised in accordance with the provisions of section 2, 87, 88, 92,17,178,<br />

179,180,182,183, 184 and 185 of the Act or any statutory modifications thereof and Regulations hereunder read<br />

with Section 181 of the Act.<br />

b) Every member entitled to vote at a meeting of the company or on any resolution to be moved there at shall be<br />

entitled during the period beginning twenty four hours before the time fixed for the commencement of the meeting<br />

and the ending with the conclusion of the meeting to inspect the proxies lodged at any time during the business<br />

hours of the Company. Provided not less than three days notice in writing of the intention so to inspect is given to<br />

the Company.<br />

No member shall be entitled to vote either personally or by proxy at any general meeting or meeting of class of<br />

shareholders either upon a show of hands or upon a poll in respect of any shares registered in his name on which<br />

any calls or other sums presently payable by him have not been paid or in regard to which the company has, and<br />

has exercised, any right of lien.<br />

71. NUMBER OF VOTES TO WHICH MEMBER ENTITLED<br />

Subject to the provisions of these articles and without prejudice to any special privileges, or restrictions as to voting<br />

for the time being attached to any class of shares for the time being forming part of the capital of the company, every<br />

member, not disqualified by the last preceding article shall be entitled to be present, and to speak and vote at such<br />

meeting, and on a show of hands every member present in person shall have one vote and upon a poll the voting right<br />

of every member present in person or by proxy shall be in proportion of his share of the paid up equity share capital<br />

of the company, provided however, that if any preference shareholder be present at any meeting of any of this<br />

company, save as provided in clause (b) meeting which directly affects the rights attached to the preference shares.<br />

120. DIVIDENDS<br />

The profits of the company subject to any special right relation thereto created or authorized to be created by these<br />

articles and subject to the provisions of these articles shall be divisible among the members in proportion to the<br />

amount of capital paid or credited paid-up on the shares held by them respectively. No amount paid or credited as<br />

paid on a Share in advance of calls shall be treated for the purpose of this Article as paid on the Shares.<br />

The company is general meeting may declare dividends to be paid to members according to their respective rights but<br />

no dividends shall exceed the amount recommended by the board, but the company in General Meeting may declare a<br />

smaller dividend than that recommended by the Board.<br />

No dividend shall be declared or paid otherwise than out of profits of the financial year arrived at after providing for<br />

depreciation in accordance with the provisions of section 205 of the Act or out of the profits of the company for any<br />

258

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