 

37

@

Subject to the provisions of the Act, every director, managing director, whole-time
director, manager, company secretary, key managerial personnel and other officer of
the Company shall be indemnified by the Company out of the funds of the Company,
to pay all costs, losses and expenses (including travelling expense) which such
Director, Manager, Company Secretary, key managerial personnel and officer may
incur or become liable for by reason of any contract entered into or act or deed done
by him in his capacity as such Director, Manager, Company secretary, key managerial
personnel or officer or in any way in the discharge of his duties in such capacity
including expenses.

Directors and
officers right to
indemnity

 

2)

Subject as aforesaid, every Director, Managing Director, Manager, Company
Secretary, key managerial personnel or other officer of the Company shall be
indemnified against any liability incurred by him in defending any proceedings,
whether civil or criminal in which judgement is given in his favour or in which he is
acquitted or discharged or in connection with any application under applicable
provisions of the Act in which relief is given to him by the Court.

Indemnity in case
of Civil. or
Criminal
Proceedings

 

(3)

No Director, key managerial personnel or other officer of the Company shall be liable
for the acts, deceits, neglect or default of any other Director or officer joining in any
deceit or other act, or any loss or expense happening to the Company through the
insufficiency or deficiency of a title to any property acquired by order of the Board
for and on behalf of the Company, or for the insufficiency or deficiency of any security
of investment in or upon which any of the moneys of the Company shall be invested
or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of
any persons with whom any moneys, securities or effects, shall be deposited, or for
any loss, occasioned by any error of judgment or oversight on his part, or for any other
loss, damage or misfortune whatever, which shall happen in the execution of the duties
of his office or in relation thereto unless the same happens through his own dishonesty.

No liability of
individuals in
certain cases

 

>)

The Company may take and maintain any insurance as the Board may think fit on
behalf of its present and/or former directors and key managerial personnel for
indemnifying all or any of them against any liability for any acts in relation to the
Company for which they may be liable but have acted honestly and reasonably.

Insurance

 

GENERAL POWER OF THE COMPANY

 

 

38

 

 

Wherever in the Act, it has been provided that the Company shall have any right,
privilege or authority or that the Company could carry out any transaction only if the
Company is so authorized by its articles, then and in that case this Article authorizes
and empowers the Company to have such rights, privileges or authorities and to carry
out such transactions as have been permitted by the Act, without there being any
specific Article in that behalf herein provided.

 

General power of
the Company to
act as per the
provisions of its
Articles of
Association

 

397

 
