a. at that meeting or at the previous meeting a resolution for the reappointment of such director has been put to
the meeting and lost;

b. the retiring director, has by a notice in writing addressed to the Company or its Board, expressed his
unwillingness to be so re- appointed;

c. he is not qualified or is disqualified for appointment; or
d. the provisions of Section 162 of the Act are applicable to the case.

Article 55 provides that, “The office of a Director shall become vacant in the event of his not meeting the ‘fit and proper’ criteria
as per the provisions of the 1949 Act or incurring any of the disqualifications as specified in Section 164 of the Act or any of the
other cases specified in Section 167 of the Act.”

Article 56 provides that, “Subject to the provisions of Section 169 of the Act, the Company may remove any Director before the
expiration of his period of office and appoint another person to fill the casual vacancy so created.”

Article 57 provides that, “Subject to the provisions of the Act, a Director may resign his office at any time by notice in writing
addressed to the Company or to the Board.”

Article 58 provides that, “The remuneration and/or fees payable to a Director (including the Managing Director and chief
executive officer or whole-time director, if any) by the Company shall be as per the provisions of the Act, including Sections
196 and 197 and the relevant rules framed thereunder read with Schedule V of the Act and subject to the approval of the RBI if
so applicable.

Each Director, other than the Managing Director & chief executive officer or whole-time director, shall be paid out of the funds
of the Company a remuneration by way of fee, of such sum for each meeting of the Board or committee of the Board attended
by him as may be determined by the Board from time to time within the limits prescribed by the Act or Central Government
from time to time.

The remuneration of the Directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day.”
General Powers of the Board

Article 62 provides that, “The Board shall exercise powers as are enumerated in section 179(3) of the Act, as amended from time
to time, only by way of resolutions passed at meetings of the Board.

However, the Board may, by a resolution passed to this effect, delegate to any Committee of Directors, the Managing Director,
the manager or any other principal Officer of the Company, its powers to borrow monies, to invest the funds of the Company
and to grant loans, give guarantees or provide security in respect of loans, on such conditions as may be specified by the Board
in writing.”

Article 63 provides that:

@ “Subject to the relevant provisions of the Act and the 1949 Act, the Board may borrow moneys and may generally raise
and secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as it
thinks fit and in particular by the issue of bonds, perpetual or redeemable debentures or debenture stock or any mortgage
or charge or other security on the undertaking or the whole or any part of the property of the Company (both present
and future).

(ii) Any bonds, debenture stock or other Securities issued or to be issued by the Company shall be under the control of the
Board, who may issue them upon such terms, and conditions and in such manner and for such consideration as they
shall consider to be for the benefit of the Company.

(iii) Any debentures, debenture-stock, bonds or other securities may be issued, allot or dispose at a discount, premium or
otherwise, if permissible under the Act, and may be issued on the condition that they shall be convertible into Shares of
any denomination and with any privileges and conditions as to redemption, surrender, drawings, allotment of Shares,
attending (but not voting) at General Meetings, appointment of Directors and otherwise. Debentures with the rights to
conversion into or allotment of Shares shall not be issued except with the sanction of the Company in General Meeting
by a special resolution and subject to the provisions of the Act and Applicable Law.

(iv) The Company shall maintain a proper register in accordance with the provisions of Section 85 of the Act of all mortgages

and charges specifically affecting the property of the Company and shall duly comply with the requirements of the Act
in regard to registration of mortgages and charges and in regard to inspection to be given to creditors or members of the

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