235
qualification in the Company. Also at the option of the Corporation such Nominee Director/s shall not be
liable to retirement by rotation Subject to as aforesaid, the Nominee Director/s shall be entitled to the rights
and privileges and be to the same obligations any of the Directors of the Company.
(c) The Nominee Directors so appointed shall hold the said office only so long as any moneys owing by the
Company to the Corporation or long as the Corporation holds debentures in the Company as a result of
Direct subscription or private placement or so long as the Corporation holds in shares the Company as a
result of under writing or direct subscription or the liability of the Company arising out of the guarantee is
outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto cease to
be directors if the monies are paid off or the Corporation ceasing to hold Debentures/Shares in the Company
or on the satisfaction of the liability of the Company arising out of the guarantee furnished by the
corporation.
(d) The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all
General Meetings, Board Meetings and of the meetings of the Committee of which the Nominee Directors
is/are member’s as also the minutes of such meetings. The Corporation shall be entitled to receive all such
notices and minutes.
(e) The Company shall pay to the Nominee Directors sitting fees, expenses to which the other Directors of the
company are entitled, but if any other fees, commission, monies or remuneration in any form is payable to
the directors of the Company, the fees, commission, monies and remuneration in relation to such Nominee
Director/s shall accrue to the Corporation. Any expenses that may be any expenses that may be incurred by
the Corporation or such Nominee Director/s in connection with their appointment or Directorship shall be
paid or reimbursed by the Company to the Corporation or as the case may be, to such Nominee Director/s.
(f) Provided that, if any such Nominee Director/s is an Officer of the Corporation the sitting fees, in relation to
such Nominee Director/s shall also accrue to the Corporation and the same shall accordingly be paid by the
Company directly to the Corporation.
(g) In the event of the Nominee Director/s being appointed as Whole time Director/s, such Nominee Director/s
shall exercise such powers and have such right as are usually exercised or available to a Whole time
Director in the Management of the Company. Such Whole time Directors shall be entitled to receive such
remuneration, fees, commission and monies as may be approved by the Corporation.
Additional Directors:
22.
The Board shall have power to appoint one or more individuals to be additional directors, provided that the
total number of Directors, including Additional Directors so appointed shall not any time exceed fifteen.
Casual Directors:
23.
The Board shall have the power to fill up the casual vacancy on the Board caused by the death or resignation
of any Director. The Director so appointed shall hold office only up to the date on which the Director in
whose place he has been appointed would have been office if it had not been vacated as aforesaid.
Alternate Directors:
24.
The Board of Directors may appoint any individual to be an Alternate Director during the absence of a
director from the state in which the Meetings of the Board are ordinarily held, provided such absence shall
not be for a lesser period than three months. Such appointee while he holds office as Alternate Director
shall be entitled to receive notice of all the meetings of the Board, to attend and vote thereat and on all
resolutions proposed to be passed by circulation.
236
Sitting Fees:
25.
The Directors of the Company for the time being shall be paid a sitting fee of such sum as may be decided
by the Board from time to time but within the limits laid down under Rule 10B of Companies (Central
Government) General Rules and Forms 1956 read with first proviso to Section 310 of the Companies Act,
1956 from time to time for every meeting of the Board or of any Committee of the Board attended by them
in addition to all travelling and halting expenses incurred by them in attending and returning from such
meetings of the Board or/of any committee of the Board or/of General Meeting of the Company.
26.
If any Director(s) is/are appointed to advise the Board as an expert or be called upon to perform extra
services or make special exertions for any of the purposes of the Company the Board may, subject to and in
accordance with the provisions of the Act and in particular Sections 309 and 314 of the Act, pay to such
Director(s) such special remuneration as it may think fit which remuneration may be in the form of either
salary or commission based on percentage of profits or party in one form and partly in another and may
either be in addition to or in substation of the remuneration specified in the last preceding Article.
27.
The non-whole time Directors may be paid such remuneration as may be determined by the Board in
accordance with the provisions of Section 309(4) of the Act.
Directors and their contracts with the Company:
28.
Subject to the provisions of the Act, the Directors shall not be disqualified by reason of their office as such
from contracting with the Company either as a vendor, purchaser, lender, agent, broker or otherwise, nor
shall any such contract or arrangement entered into by or on behalf of the Company with any Director or
with the Company or partnership firm in which any Director shall be Director, Member, Partner or
otherwise interested be avoided, nor shall any Director so contracting or being so interested in any contract
or arrangement be liable to account, to the Company for any profits realized on such contract or
arrangement by reason only of such Director holding the Office of fiduciary relation thereby established but
the nature of the interest must be disclosed by him at the Meeting of the Board of director, at which the
contract or arrangements is determined, if the interest then exists, or in any other case at the first meeting of
the Board after the acquisition of the interest, provided nevertheless that no director shall vote as a Director
in respect of any contracts, or arrangements in which he is so interested as aforesaid, and if he does so his
vote shall not be counted but he shall be entitled to be present at the meeting during the transaction of the
business in relation to which he is precluded from voting although he shall not be counted for the purpose of
ascertaining whether there is quorum of Directors present. This restriction shall not apply to any contract by
or on behalf of the Company to give the Directors any security by way of indemnity against any loss, which
they or any of them may suffer by becoming or being sureties for the Company. A general notice that any
Director is a Director or a Member of any specified firm and is to be regarded as interested in any
subsequent transaction will be sufficient disclosure under this Article and after such General notice it shall
not be necessary to give special notice relating to any particular transaction with such company or firm.
29.
Nothing in Article 26 shall apply to any contract or arrangement entered into between this Company and
any other Company where any of the Directors of this Company or two or more of them together hold not
more than 2 percent of the paid up share capital of the Company.
Power and Duties of the Board of Directors
General Powers:
30.
The business of the Company shall be managed by the Board who may exercise all such powers of the
Company as are not, by the Act or any statutory modification thereof for the time being in force or by these
Articles, required to be exercised by the Company in General Meetings, subject nevertheless to any
regulation of the Articles or to the provisions of the said Act and to such regulations being not inconsistent
with the aforesaid regulations, to provisions as may prescribed by the Company in General Meetings, but no
Dostları ilə paylaş: |