Director is determined before he so returns to India, any provision in the Act or in these Articles for the
automatic re-appointment of retiring Director in default of another appointment shall apply to the
Original Director and not to the Alternate Director.

Additional Director

117. Subject to the provisions of the Act, the Board shall have power at any time and from time to time to
appoint any other person to be an Additional Director. Any such Additional Director shall hold office
only up to the date of the next Annual General Meeting or the last date on which the Annual General
Meeting should have been held, whichever is earlier, but shall be eligible for appointment by the
Company as a Director at that meeting subject to the provisions of the Act.

Directors power to fill casual vacancies

118. Subject to the provisions of the Act, the Board shall have power at any time and from time to time to
appoint a Director who shall hold office only up to the date up to which the Director in whose place he
is appointed would have held office if it had not been vacated by him.

Sitting Fees

119.a Until otherwise determined by the Company in a General Meeting, each Director other than the
Managing/ Whole-time Director (unless otherwise specifically provided for) shall be entitled to sitting
fees not exceeding a sum prescribed in the Act (as may be amended from time to time) for attending
meetings of the Board or Committees thereof.

Remuneration of Directors

119.b. The remuneration of a Director for his service shall be such sum as may be determined by the
Nomination and Remuneration Committee but not exceeding such sum as may be prescribed by the Act
or Central Government or as otherwise provided by applicable Law. The Directors subject to the
sanction of the Central Government (if any required) may be paid such further remuneration as the
Company in a General Meeting shall, from time to time, determine and such further remuneration shall
be divided among the Directors in such proportion and manner as the Board may from time to time
determine, and in default of such determination shall be divided amongst the Directors equally.

119.c Subject to the provisions of the Act, a Director who is neither in the whole- time employment of the
Company nor a Managing Director, may be paid remuneration either;

@ by way of monthly, quarterly or annual payment with the approval of the Central Government;
or

(ii) by way of commission if the Company by a Special Resolution authorises such payment; and

(iii) in case of independent directors it shall be paid in the manner as provided in Section 149 and

Sub section 5 of Section 197 of the Companies Act, 2013.
Special remuneration to Directors

121 If any Director, being willing, shall be called upon to perform extra services or to make any special
exertions in going or residing out of the city of his normal residence or otherwise for any of the
purposes of the Company, the Company shall subject as aforesaid, remunerate such Director either by a
fixed sum or by a percentage of profits or otherwise as may be determined by the Directors and such
remuneration may be either in addition to or in substitution for his remuneration above provided.

Directors may contract with the Company

123. Subject to the provisions of the Act and observance and fulfillment thereof and subject to restrictions
imposed by Articles, no Director shall be disqualified by his office of a Director in the Company from
contracting with the Company either as vendor, purchaser, agent, broker or otherwise, nor shall any
such contract or any contract or arrangement entered into by or on behalf of the Company in which any
Director shall be in any way interested, be avoided nor shall any Director so contracting or being so
interested be liable to account to the Company for any profit realised by any such contract or

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