 

be shall be done in accordance with the agreement entered into between the
Company and the lender.

 

(8)

Notwithstanding anything contained in these Articles, so long as Marina and IFC
individually hold at least 30% of their respective Investor Shares, and adjusted for any
sub-division or bonus or adjustment on its respective Investor Shares, each of Marina
and IFC shall individually be entitled to nominate one Director respectively on the
Board of the Company, subject to the approval of such right of nomination of a
Director by the members of the Company by way of a special resolution passed in the
first general meeting held post the completion of the initial public offering of the
equity shares of the Company.

Investor Director

 

(9)

Each Investor may require the removal of the Investor Director nominated by such
Investor at any time and shall be entitled to nominate another person as its Investor
Director in place of any such Investor Director so removed. In the event of the
resignation, retirement or vacation of office of any Investor Director, the Investor
appointing such Investor Director shall be entitled [subject to maximum number of
directors stipulated in Article 21(1) of these Articles] to nominate another person as
in place of such Investor Director, as per the provisions of the Applicable Laws.

Removal or
Replacement or
Resignation of
Investor Directors

 

(0)

The Board may appoint an alternate director to act for a director (hereinafter in this
Article called “the Original Director”) during his absence for a period of not less than
three months from India. No person shall be appointed as an alternate director for an
independent director unless he is qualified to be appointed as an independent director
under the provisions of the Act.

Appointment of
alternate director

 

(4)

‘An alternate director shall not hold office for a period longer than that permissible to
the Original Director in whose place he has been appointed and shall vacate the office
if and when the Original Director returns to India.

Duration of office
of alternate
director

 

(12)

If the term of office of the Original Director is determined before he returns to India
the automatic reappointment of retiring directors in default of another appointment
shall apply to the Original Director and not to the alternate director.

Re-appointment
provisions
applicable to
Original Director

 

(13)

If the office of any director appointed by the Company in general meeting is vacated
before his term of office expires in the normal course, the resulting casual vacancy
may, be filled by the Board of Directors at a meeting of the Board, which shall be
subsequently approved by members in the immediate next general meeting, if required
as per the provisions of the Act.

Appointment of
director to fill a
casual vacancy

 

(14)

The director so appointed shall hold office only till the date upto which the director in
whose place he is appointed would have held office if it had not been vacated.

Duration of office
of Director
appointed to fill
casual vacancy

 

(5)

(@ The office of a Director shall automatically become vacant, if he is disqualified
under any of the provisions of the Act or the rules framed thereunder.

(b) Further, subject to the provisions of the Act, a Director may resign from his office
at any time by giving a notice in writing addressed to the Board and the Company
shall intimate the registrar and also place the fact of such resignation in the report
of Directors laid in the immediately following General Meeting. Such Director may
also forward a copy of his resignation along with detailed reasons for the
resignation to the registrar within thirty days of resignation. The resignation of a
Director shall take effect from the date on which the notice is received by the
Company or the date, if any, specified by the Director in the notice, whichever is
later.

(©) The Company may, subject to the provisions of Section 169 and other applicable
provisions of the Act and these Articles remove any Director before the expiry of
his period of office.

Disqualification,
Resignation and
Removal of
Director

 

REMUNERATION OF DIRECTORS

 

 

23

 

@

 

The remuneration of Directors by way of salary and commission shall be in
accordance with the provisions of Section 197, Section 198 read with Schedule V and
Section 188 of the Act.

 

Remuneration of
Directors

 

387

 
