KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

62. (i) A person who is not a retiring Director shall subject to the provisions of the Act, be eligible for
appointment to the office of Director at any General Meeting, if he or some member intending to propose him has not
less than fourteen days before the meeting propose him has not less than fourteen days before the meeting left at
the office of the Company a notice in writing under his hand signifying his candidature for the office of Director or the
intention of such member to propose him as a candidate for that office as the case may be.
MANAGEMENT
63. The Board of Director may in accordance with the provisions of the act, appoint a whole-time Director or
President or Executive Director or Manager to manage its affairs. A Director may be appointed as a secretary or
Manager. The terms and conditions and the appointment of paid Directors shall be subject to the provisions of the
Companies Act, 1956 and to the consent of the General Meeting of the Company whenever required.
MANAGING DIRECTOR
64. (a) Subject to the provisions of section 197A, 198, 268, 316 and 317 and other applicable provisions of
the Companies Act, 1956 the Board may, from time to time appoint one or more of the Directors to be the Managing
Director or Managing Directors of the Company on such terms and at such remuneration by way of salary or
commission or participation in profits or partly in one and party in another as they may think fit, either for a fixed term
not exceeding five years at a time as to the period for which he is to hold such office and may from time to time
(subject to the provisions of any contract between him and the Company) remove or dismiss him from office and
appoint another in his place.
(b) Subject to the provisions of Section 255 of the Act, a Managing Director shall not, while he continues to hold
that office be subject to retirement by rotation but he shall not be reckoned as Director for the purpose of determining
the number of Directors retiring by rotation and fixing the number of Directors retire but (subject to the provisions of
any contract between him and the Company) he shall be subject to the same provisions as resignation and removal
as the other Directors are and he shall ipsofacto and immediately, cease to be a Managing Director if he ceases to
hold the office of Director for any cause save that if he shall retire by rotation under the provisions of Section 255 of
the Act at any Annual General Meeting and shall be reappointed a Director at the same meeting he shall not, by
reason only of such retirement, cease to be a Managing Director. Further if at any time retirement, cease to be a
Managing Director is more than one third of total number of Directors, the Managing Director who shall not retire
shall be determined by and in accordance with their respective seniorities.
65. Subject to the provisions of the section 268, 269, 309, 310 and 311 of the Companies Act, 1956 and requisite
permission/approval of Central Govt. and share holder the remuneration and other terms and conditions of Managing
Director shall be that which is determined by the Board of Directors from time to time. The remuneration of a
Managing Director may be by way of monthly payment and/or for each meeting and/or by way of participation in
profits or by any or all these modes.
67. The Managing Director shall exercise the Power :
(i) To make calls on share holders in respect of moneys unpaid on the Shares in the Company.
(ii) Issue debentures, and
(iii) Except as may be delegated by the Board under Section 292 and 293 of the Act invest the funds of
the Company or make loans or borrow moneys.
DIRECTOR’S FEES AND REMUNERATION
68. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment be deemed to
accrue from day to day.
(ii) In addition to the remuneration payable to than in pursuance of the Act, the directors shall be paid
Rs.250/- (Rupees Two Hundred Fifty) each for every meeting of the Board attended by them and may be paid all the
travelling, hotel and other expenses properly incurred by them.
(a) In attending and returning from meeting of the Board of Directors or any Committee thereof or
general meeting of the Company or.
(b) In connection with the business of the Company.
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