110.1 Where by any provision contained in the Act or in these Articles special notice is required for any
resolution, notice of the intention to move the resolution shall be given to the Company not earlier than
three months but at least fourteen days before the date of the General Meeting at which it is to moved
exclusive of the day on which the notice is served or deemed to be served and the day of the General
Meeting.

110.2 The Company shall, immediately after the notice of the intention to move any such resolution has been
received by it, give its Members notice of the resolution in the same manner as it gives notice of the
General Meeting, or if that is not practicable, shall give them notice thereof either by advertisement in a
newspaper having an appropriate circulation or in any other mode allowed by these presents not less
than seven days before the General Meeting.

110.3. The following resolutions shall require special notice:
a. Resolution under Section 140 of the Companies Act, 2013 at an Annual General Meeting for

appointing a person as Auditor other than a retiring Auditor or providing expressly that a
retiring Auditor shall not be re-appointed.

b. resolution under Section 169 (2) of the Companies Act, 2013 removing a Director before the
expiry of his period of office.
c resolution under Section 169 (5) of the Companies Act, 2013 appointing a Director in place of

the Directors so removed.

DIRECTORS

Number of Directors

111. — Until otherwise determined by a General Meeting of the Company and subject to the applicable
provisions of the Act and other applicable Law, the number of Directors (including Debenture and
Alternate Directors) shall not be less than three and not more than fifteen.
Provided that the Company may appoint more than fifteen directors after, passing a Special Resolution.
The Company shall also comply with the provisions of the Companies (Appointment and Qualification
of Directors) Rules, 2014 and other applicable Law. The Board shall have an optimum combination of
executive and Independent Directors and such number of woman Directors, as may be prescribed by
Law from time to time.

First Directors

The First Directors of the Company are :

1. Mr. Ravi Badrinarain Goyal
2. Mr. Badrinarain Kunjbihari Goyal
3. Mr. Kunjbihari Sriniwas Goyal

Qualification shares
112. A Director of the Company shall not be bound to hold any Qualification Shares in the Company.
Nominee Directors

113(a) Subject to the provisions of the Act and notwithstanding anything to the contrary contained in these
Articles, any Financing Company or Body Corporate or Bank or Insurance Corporation (hereinafter
referred to as “the Financial Institution”) shall have a right to appoint, remove, reappoint, substitute
from time to time, its nominee as a Director (hereinafter referred to as the “Nominee Director”) on the
Board of the Company, so long as any moneys remain owing to them or any of them, by the Company,
out of any financial assistance granted by them or any of them to the Company by way of loan and/or
by holding debentures and/or share in the Company and/or a result of underwriting or direct
subscription and/or any liability of the Company arising out of the guarantee furnished by the Financial
Institution on behalf of the Company remains outstanding.

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