113(b)

113(¢)

113(4)

The Nominee Director/s so appointed shall not be required to hold any qualification shares in the
Company nor shall be liable to retire by rotation. The Board of Directors of the Company shall have no
power to remove from office the Nominee Director/s so appointed. Subject to the aforesaid Article
113(a) the said Nominee Director/s shall be entitled to the same rights and privileges including
receiving of notices, copies of the minutes, sitting fees, etc. as any other Director of the Company is
entitled.

If the Nominee Director/s is an officer of any of the Financial Institution, the sitting fees in relation to
such nominee Directors shall accrue to such Financial Institution and the same accordingly be paid by
the Company to them. The Financial Institution shall be entitled to depute observer to attend the
meetings of the Board or any other Committee constituted by the Board.

The Nominee Director/s shall, notwithstanding anything to the Contrary contained in these Articles, be
at liberty to disclose any information obtained by him/them to the Financial Institution appointing
him/them as such Director/s.

Debenture Directors or mortgage, Directors

114.

Any trust deed for securing the debentures or debenture-stock (or a deed or mortgage of any assets of
the Company) may if so arranged, provide for the appointment from time to time by the trustees thereof
or by the holders of the debentures or debenture-stock (or in the case of a deed of mortgage by the
person or persons having such power) of some person to be a Director of the Company and may
empower such trustees or holders of debentures or debenture- stocks (or such person or persons) from
time to time, remove any Director so appointed. The Director appointed under this Article is herein
referred to as the “Debenture Director” (or a “Mortgage Director”) and the term “Debenture Director”
(or “Mortgage Director”) means the Director for the time being in office under this Article. This
Debenture Director (or the Mortgage Director) shall not be liable to retire by rotation, or be removed by
the Company. The trust deed (or the mortgage deed) may contain such ancillary provisions as may be
arranged between the Company and the trustees (or mortgage) and all such provisions shall (subject to
the provisions of the Act) have effect notwithstanding any of the other provisions herein contained.

Professional Directors

115.

Any advocate or Chartered Accountant or any professional who may for the time being be a Director of
the Company :

a. shall be entitled to charge the Company, professional remuneration for all work done by him
for or on behalf of the Company at the rate agreed upon and on such terms and conditions as
may be agreed upon:

b. shall be entitled to vote on all resolutions on all matters in any way he thinks fit irrespective of
the fact that he has advised upon or been concerned with any matters relating to the said
resolution prior to the passing thereof or is likely to advice upon or may have to deal with
matters relating to any resolution after the same has been passed;

c shall not be liable or responsible for the day to day or routine management and running of the
Company and its affairs including setting aside, appropriations or payment of any statutory
dues by or on behalf of the Company; and shall be indemnified by the Company in respect of
and fines or penalties that may be imposed upon him as a Director of the Company as a result
of any act or omission of the Company and/or any of its Officers in failing to comply with an
requirements of the law whether with regard to any payments to be made or otherwise
howsoever, and also against all costs, charges and expenses that may be incurred by him in
any proceeding against or relating to the said Professional Director in his capacity as a
Director.

Appointment of Alternate Director

116.

Subject to applicable Law, the Board may appoint an Alternate Director to act for a Director
(hereinafter called “The Original Director”) during his absence for a period of not less than three
months from India. An Alternate Director appointed under this Article shall not hold office for period
longer than that permissible to the Original Director in whose place he has been appointed and shall
vacate office if and when the Original Director returns to India. If the term of Office of the Original

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