 

Provided that no intimation in writing of such death, insanity, revocation or transfer
shall have been received by the Company at its office before the commencement of
the meeting or adjourned meeting at which the proxy is used.

 

REPRESENTATION AT MEETINGS

 

 

 

 

 

 

 

 

 

 

 

19 | (1) A body corporate whether a Company within the meaning of the Act or not may, Representatives
of bodies
(a) if it is a member of the Company, by resolution of its Board of Directors or other | corporate
governing body, authorize such person as it thinks fit to act as its representative
at any meeting of the Company or at any meeting of any class of members of the
Company.
(b) if it is a creditor, including a holder of debentures, of a company within the
meaning of this Act, by resolution of its directors or other governing body,
authorise such person as it thinks fit to act as its representative at any meeting of
any creditors of the company held in pursuance of this Act or of any rules made
thereunder, or in pursuance of the provisions contained in any debenture or trust
deed, as the case may be.

(2) __ | The person authorized by a resolution as aforesaid shall be entitled to exercise the | Rights and powers
same rights and powers including the right to vote by proxy and by postal ballot, on | of such
behalf of the body corporate, which he represents as that body could exercise if it were | representatives
an individual member, creditor or holder of debentures of the company.

REPRESENTATION AT MEETINGS OTHERWISE THAN STATED ABOVE

20 Any member of a company may give a power of attorney in favour of some other | Representation at
person to attend the general meetings of the Company, in which case the person so | the meeting
attending the meeting shall not be deemed to be a proxy. through a Power

of Attorney
BOARD OF DIRECTORS

2 Ta Unless otherwise determined by the Company in general meeting, the number of ] Board of
directors shall not be less than three and shall not be more than fifteen. Directors

(2 _| The Directors shall not be required to hold any qualification shares in the Company. | Qualification

Shares

(3) _ | The Board of Directors shall appoint the Chairman of the Company as Mr Srinivasan | Chairman of the
Ravi, the Promoter of the Company. On his request in writing or his absence from the | Company
company due to any unforeseen reasons, the Board of Directors shall on majority of
votes appoint any other person as the Chairman of the Company.

(4 __| The Chairman be permitted to hold the position of both the Chairman of the Board | Chairman may
and/or General Meeting as well as Managing Director/Chief Executive Officer | hold position of
position thereof in the Company as per the provisions of Section 203 of the Act or as | Managing
may be permitted by applicable laws from time to time. Director /Chief

Executive Officer

(5) Subject to the provisions of the Act, the Board shall have the power to determine the | Directors not

 

 

Directors whose period of office is or is not liable to determination by retirement of
directors by rotation.

(a) At every annual General Meeting of the Company, two-third of such of the
Directors for the time being as are liable to retire by rotation out of which one-
third will retire by rotation or if their number is not three or a multiple of three,
the number nearest to one-third shall retire from office.

(b) Subject to Section 152(6)(d) of the Act, 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 become Directors on the same day,
those who are to retire, shall, in default of and subject to any agreement amount
themselves, be determined by lot.

(c) Aretiring Director shall be eligible for re-election.

(a) Subject to Sections 152(6)(e) and 152(7)(a) of the Act and these Articles, the
Company at the General Meeting at which a Director retires in a manner aforesaid

 

may fill up the vacated office by electing a Person thereto;

liable to retire by
rotation

 

385

 
