 

 

 

 

 

 

 

 

 

 

 

(8) | The Committee may in case of urgent matters decide to pass a resolution by | Passing of
circulation. resolution by
Circulation
APPOINTMENT OR REMOVAL OF KEY MANAGERIAL PERSONNEL OTHER THAN MANAGING
DIRECTORS, WHOLE TIME DIRECTORS OR MANAGERS
27 | (1) (a) Subject to the provisions of the Act, a Chief Executive Officer, Manager, | Appointment and
Company secretary and Chief financial officer may be appointed by the Board | Removal
for such term, at such remuneration and upon such conditions as it may think fit;
and any Chief Executive Officer, Manager, Company Secretary and Chief
Financial Officer so appointed may be removed by means of a resolution of the
Board.
(b) The Board may appoint one or more Chief Executive Officers for its multiple
businesses.
@ A director may be appointed as Chief Executive Officer, Manager, Company | Director may be
Secretary or Chief Financial Officer or Chief Executive Officer, Manager, Company | designated
Secretary or Chief Financial Officer may be appointed as a director in accordance with
the provisions of Applicable laws.
@) __| The Board shall have the powers to designate any other officer of the company not | Power io
more than one level below the directors who are in the whole-time employment of the | designate any
Company as Key managerial personnel, determine their terms of appointment and fix | other officer of the
remuneration. Such Key managerial personnel may be removed by means of a | company as Key
resolution of the Board. managerial
personnel and
determine terms
of appointment
MAINTENANCE, INSPECTION & EXTRACTS OF STATUTORY REGISTERS
28 | (1) The Company shall keep and maintain at its registered office all Statutory Registers | Statutory registers

namely, Register of charges, Register of members [separately for each class of equity

and preference shares], Register of debenture holders, Register of any other security

holders, Register and index of beneficial owners maintained under Section 11 of

Depositories Act, 1996, Register of loans, guarantees, security and acquisitions made

by the Company, Register of investments not held in its own name and Register of

contracts and arrangements in which directors are interested and any other Statutory

Register, in such manner and for such duration and containing such particulars as may

be prescribed by the Applicable Laws.

(| @ The Company may exercise the powers conferred on it by section 88 of the Act | Foreign register
with regard to the keeping of a Foreign Register of Members, Beneficial owners,
debenture holders, other securities holder residing outside India.

(b) A foreign register shall be deemed to be part of the company’s register [“the
principal register”] of members or of debenture holders or of any other security
holders or beneficial owners, as the case may be, and shall be maintained in the
same format as the principal register.

@) | @ A duplicate of the foreign register shall be maintained in India and shall be | Maintenance of
updated as per timelines prescribed in the Act. Such register shall be kept open | Foreign _ register
for inspection and may be closed, and extracts may be taken therefrom and copies | and inspection
thereof may be required, in the same manner, mutatis mutandis, as is applicable | rights
to the principal register except that the advertisement before closing the register
shall be inserted in at least two newspapers circulating in the place wherein the
foreign register is kept.

(b) The company may discontinue the keeping of any foreign register; and thereupon
all entries in that register shall be transferred to some other foreign register kept
by the company outside India or to the principal register.

(4) (a) Inspection of statutory registers shall be permitted by the Company to prescribed | Inspection Rights
persons based on the provisions of Applicable laws. Wherever there is an | for Statutory
enablement for charging of fees for inspection in the Applicable laws, the | registers
company shall charge Rs. 50 per person per inspection or such other revised fee
as the Board of Directors may prescribe.

 

 

 

 

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