Directors to retire annually how determined

138. At the Annual General Meeting in each year one-third of the Directors for the time being as are liable
to retire by rotation or, if their number is not three or multiple of three then the number nearest to one-
third shall retire from office.

Company to fill up vacancy

139. Subject to the applicable provisions of the Act and these Articles, the Company, at the Annual General
Meeting at which a Director retires in manner aforesaid may fill up the vacated office by selecting the
retiring Director or some other person thereto.

Notice of Candidature for Office of Director

140.1 Subject to the provisions of the Act and these Articles, any person who is not a retiring Director shall
be eligible for appointment to the Office of Director at any General Meeting if he or any member
intending to propose him, has at least fourteen (14) clear days before the General Meeting, left at the
office of the Company a notice in writing under his hand signifying his candidature for that office or
the intention of such member to propose him as a candidate for that office as the case may be. The
Company shall duly comply with the provisions of Section 160 of the Companies Act, 2013 for
informing its members of the candidature of the Director concerned.

140.2 Every person (other than a Director retiring by rotation or otherwise or a person who has left at the
office of the Company a notice under Section 160 of the Companies Act, 2013, signifying his
candidature for the office of a Director) proposed as candidate for the office of a Director shall sign and
file with the Company, his consent in writing to act as a Director, if appointed.

Individual resolutions for Directors appointments

141. Ata General Meeting of the Company, a motion shall not be made for the appointment of two or more
persons as Directors of the Company by a single resolution unless a resolution that it shall be so made
has first been agreed to by the meeting without any vote being given against it. A resolution moved in
contravention of this Article shall be void whether or not objection was taken at the time to its being so
moved: Provided that where a resolution so moved is passed and no provision for the automatic re-
appointment of retiring Directors by virtue of these Articles or the Act in default of another
appointment shall apply.

General Powers of the Board

143.a Subject to the provisions of the Companies Act and these Articles, the Board of Directors of the
Company shall be entitled to exercise all such powers and to do all such acts and things as the
Company is authorised to exercise and do: Provided that the Board shall not exercise any power or do
any act or thing which is directed or required whether by the Act or the rules thereunder or by the
Memorandum and Articles of Association of the Company or otherwise, to be exercised or done by the
Company in a General Meeting: Provided further that in exercising any such power or doing any such
act or thing, the Board shall be subject to the provisions contained in that behalf in the Act, or in the
Memorandum & Articles of Association of the Company, or in any Rules or regulations not
inconsistent therewith and duly made thereunder, including regulations made by the Company in
General Meeting;

143.b No regulations made by the Company in a General Meeting shall invalidate any prior act of the Board
which would have been valid if that regulation had not been made.

Powers of Directors
144. The business of the Company shall be managed by the Board who may exercise all such powers of the
Company and do all such acts and things as may be necessary, unless otherwise restricted by the Act,

or by any other Law or by the Memorandum or by the Articles required to be exercised by the
Company in a General Meeting. However no regulation made by the Company in a General Meeting

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