 

(i) _ If the place of the retiring Director is not so filled up and the 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 national holiday, till the next succeeding day which is not a
national holiday, at the same time and place.

(ii) Ifat 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,
then the retiring Director shall be deemed to have been reappointed at the
adjourned meeting, unless:-

a. at that meeting or at the previous meeting a resolution for the
reappointment of such Director has been put to the meeting and lost;

b. the retiring Director has, by a notice in writing addressed to the
Company or its Board, expressed his unwillingness to be so
reappointed;

c. he is not qualified or is disqualified for appointment; or

d. aresolution whether special or ordinary is required for the appointment
or reappointment by virtue of any applicable provisions of the Act.

 

APPOINTMENT & CESSATION OF OFFICE

 

 

 

 

 

 

 

 

22 ](@) | The Company may by way of a resolution or the Directors may by way of a board | Appointment of
resolution, subject to subsequent shareholder approval and the relevant provisions of | Directors
the Act, from time to time, appoint directors. Their appointment shall cease ipso facto
if the person concerned vacates his directorship.

(2) Subject to the provisions of Section 196 of the Act, the Company may appoint one or | Appointment of
more of the Directors to be Managing Director or Whole-time Director or Manager of | Managing
the Company, for a term not exceeding five years at a time and may, from time to time. | Director, Whole
Their terms of employment shall be subject to the provisions of any contract entered | time Director(s)
into between each of them and the Company. or Manager

(3) __ | The same individual may, at the same time, be appointed as the Chairman of the | Same _ individual
Company as well as the Managing Director or Chief Executive Officer of the | may be Chairman
Company or equivalent position in the Company and Managing

Director/ Chief
Executive Officer

(4 _| Subject to the provisions of the Act, the Board shall have power at any time, and from | Appointment of
time to time, to appoint a person as an additional director, provided the number of the | additional
directors and additional directors together shall not at any time exceed the maximum | directors
strength fixed for the Board by the Articles.

(5) _ | Such person shall hold office only up to the date of the next annual general meeting | Duration of office
of the Company but shall be eligible for appointment by the Company as a director at | of additional
that meeting subject to the provisions of the Act. director

(© _ | Subject to the provisions of the Applicable laws, the Board shall appoint such number | Independent
of directors as Independent Directors, who shall have appropriate experience and | Director
qualifications to hold a position of this nature on the Board.

(7%) | @ If as per the terms of agreement or arrangement in respect of any loan or | Nominee Director

 

 

borrowing by the Company from any Government, bank, finance institution or
any body corporate the right is given to the lender for the appointment of a
Director or Directors with the power to remove such Director or Directors, in the
event of a Director or Directors being appointed or vacating his office by
resignation or otherwise then such appointment or resignation shall be supported
by the Board notwithstanding anything to the contrary contained in these Articles.

(b) The Director or Directors so appointed shall not be liable to retirement by rotation
and they will not be taken into account in determining the retirement by rotation
of Directors. If the Director or Directors so appointed ceases to be a Director by
resignation or otherwise, the reappointment or fresh appointment as the case may

 

/ Lender Director

 

386

 
