 

Q)

Subject to the provisions of these Articles, and the provisions of the Act, if any
Director, being willing, shall be called upon to perform extra service or to make any
special exertions in going or residing away from the place of his normal residence for
any of the purposes of the Company or has given any special attendance for any
business of the Company, the Company may remunerate the Director so doing either
by a fixed sum or otherwise as may be determined by the Director.

Payment for Extra
Service

 

(3)

(a)_In addition to the remuneration payable to them in pursuance of the Act, the
directors may be paid all travelling, hotel and other expenses properly incurred
by them—

(i) in attending and returning from meetings of the Board of Directors or any
committee thereof or general meetings of the Company; or

(ii) in connection with the business of the Company.

Travelling and
other expenses

 

@

Subject to the provisions of these Articles and the provisions of the Act,
may, decide to pay a Director out of funds of the Company by way of sitting fees,
within the ceiling prescribed under the Act, a sum to be determined by the Board for
each meeting of the Board or any committee or sub-committee thereof attended by
him in addition to his travelling, boarding and lodging and other expenses incurred.

 

Sitting Fees

 

POWERS OF BOARD

 

24

@

(@ The management of the business of the Company shall be vested in the Board
and the Board may exercise all such powers, and do all such acts and things, as
the Company is by the memorandum of association or otherwise authorized to
exercise and do, and, not hereby or by the statute or otherwise directed or required
to be exercised or done by the Company in general meeting but subject
nevertheless to the provisions of the Act and other Applicable Laws and of the
Memorandum of Association and these Articles and to any regulations, not being
inconsistent with the Memorandum of Association and these Articles or the
Applicable laws, from time to time made by the Company in general meeting
provided that no such regulation shall invalidate any prior act of the Board which
would have been valid if such regulation had not been made.

(b) Subject to Section 179 of the Act and other applicable provisions, the Board shall
exercise the powers specified therein on behalf of the Company only by means
of resolutions passed at meetings of the Board.

General Powers of
the Company
vested in Board

 

2)

To open any account or accounts with such Bank or Banks as the Board may select
or appoint, to operate on such accounts, to make, sign, draw, accept, endorse or
otherwise execute all cheques, promissory notes, drafts, hundies, orders, bills of
exchange, bills of lading and other negotiable instruments, to make and give
receipts, releases and other discharges for moneys payable to the Company and for
the claims and demands of the Company to execute deeds.

To open accounts
and execute
instruments

 

(3)

Subject to the provisions of the Act, the Board may from time to time, at their discretion
raise or borrow or secure the payment of any sum or sums of money for and on behalf
of the Company. Any such money may be raised or the payment or repayment thereof
may be secured in such manner and upon such terms and conditions in all respect as the
Board may think fit by promissory notes or by opening loan or current accounts or by
receiving deposits and advances at interest with or without security or otherwise and in
particular by the issue of bonds, perpetual or redeemable debentures of the Company
charged upon all or any part of the property of the Company (both present and future)
including its uncalled capital for the time being or by mortgaging or charging or pledging
any lands, buildings, machinery, plant, goods or other property and securities of the
Company or by other means as the Board deems expedient.

Borrowing
powers to Board

 

 

 

@

 

The Board of Directors shall, as provided in the Act, except with the consent of the
Company by way of a resolution, not borrow moneys where the moneys to be borrowed
together with the moneys already borrowed by the Company (apart from temporary loans
obtained from the Company’s bankers in the ordinary course of business) exceeds the
aggregate of paid up share capital, free reserves and securities premium or such other
limit as may be applicable or prescribed in the Act.

 

Limit on
Borrowing

 

388

 
