arrangement by reason only of such Director holding that office, or of the fiduciary relationship thereby
established, but it is declared that the nature of his interest must be disclosed by him as provided by the
Act.

Directors may be Directors of Companies promoted by the Company

124. A Director of the Company may become a director of any Company promoted by the Company, or in
which he may be interested as a vendor or member and subject to the provisions of the Act and these
Articles no such Director shall be accountable for any benefits received as a director or member of such
company.

Loans to Directors

125. | The Company shall observe the restrictions imposed on the Company in regard to grant of loans to
Directors and other persons as provided in Section 185 of the Companies Act, 2013 and other
applicable provisions, if any, of the Act.

Holding of place of profit
126. _ A Director may hold a place of profit or office to the extent and as permissible under the Act.
The Company may increase or reduce the number of Directors

127. Subject to the provisions of the Act and these Articles, the Company may by passing Special
Resolution in a General Meeting from time to time increase the number of Directors not exceeding the
maximum limit permissible by the Act.

ROTATION OF DIRECTORS
Rotation and retirement of Directors

137.a. At the first Annual General Meeting of the Company and at every subsequent Annual General Meeting,
one-third of such of the Directors for the time being as are liable to retire by rotation, or if their number
is not three or a multiple of three, then, the number nearest to one-third shall retire from office;

137.b The Directors to retire by rotation at every annual general meeting shall be those who have been
longest in office since their last appointment, but as between persons who became Directors on the
same day, those who are to retire shall, in default of and subject to any agreement among themselves,
be determined by lot.

137.c At the Annual General Meeting at which a Director retires as aforesaid, the Company may fill up the
vacancy appointing the retiring Director or some other person thereto.

137.d _ If the place of the retiring Director is not so filled up and the Annual General Meeting has not expressly
resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at
the same time and place, or if that day is a public holiday, till the next succeeding day which is not a
public holiday, at the same time and place, and if at the adjourned meeting also, the place of the retiring
Director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the
retiring Director shall be deemed to have been re-appointed at the adjourned meeting, unless:

1. at the General Meeting or at the previous meeting a resolution for the re-appointment of such
Director has been put to the meeting and lost;

2. The retiring Director has, by a notice in writing addressed to the Company or its Board of
Directors expressed his unwillingness to be so re-appointed

3. He is not qualified or is disqualified for appointment

4. A resolution, whether special or ordinary, is required for his appointment or re-appointment,
in virtue of any provisions of the Companies Act

5 Section 162 of the Companies Act, 2013 is applicable to the case.

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