NSE-Web-Prospectus-2014

under Article 116 hereof, may by an ordinary resolutionappoint another person in his stead; the person soappointed shall be subject to retirement at the sametime as if he had become a Director on the day on whichthe Director in whose place he is appointed was lastelected a Director. Such power of removal may beexercised notwithstanding anything in these Articles orin any agreement between the Company and suchDirector but without prejudice to any claim suchDirector may have for damages for breach of contract ofservice between him and the Company.Executive Directors131. Without prejudice to the power of the Board to appointExecutive Directors on such terms as they may think fitand subject to the provisions of the Capital Markets Act,the Board may from time to time appoint One (1) personof their body to the office of Chief Executive for suchperiod and upon such terms as it thinks fit and, subjectto the provisions of any agreement entered into in anyparticular case, may revoke such appointment. Theappointment of a Director holding the office of ChiefExecutive or the executive office shall (without prejudiceto any claim he may have for damages for breach ofcontract of service between him and the Company) ipsofacto determine if he ceases from any cause to be aDirector.132. The Chief Executive must be qualified to hold such officeas determined by the provisions of the Capital Markets Act.133. Without prejudice to any provision of these Articlesproviding for the disqualification or removal of Directors,the Chief Executive shall hold office for a term of four yearsrenewable once.134. The Chief Executive and other Executive Directors shallreceive such remuneration (whether by way of salary,commission, participation in profits or otherwise) as theBoard may determine and either in addition to or in lieuof their remuneration as a Director.135. The Board may entrust to and confer upon a Chief Executiveand other Executive Directors any of the powers exercisableby it (other than the powers to borrow money, charge theproperty and assets of the Company and pay dividends)upon such terms and conditions and with suchrestrictions as it thinks fit and either collaterally with orto the exclusion of its own powers and may from time totime object to the terms of any agreement entered intoin any particular case revoke, withdraw, alter or vary allor any of such powers.136. When the office of Chief Executive or other ExecutiveDirector falls vacant, the Board may appoint a temporaryreplacement pending appointment of his successor.Dividends and Reserve142. The Company in general meeting may declare dividends, butno dividend shall exceed the amount recommended by theDirectors.143. The Directors may from time to time pay to the Memberssuch interim dividends (including therein the fixed dividendspayable upon any preference or other shares at statedtimes) as appear to the Directors to be justified by theprofits of the Company.144. No dividend shall be paid otherwise than out of profits.145. Subject to the rights of persons, if any, entitled to shareswith special rights as to dividends, all dividends shall bedeclared and paid according to the amounts paid or certifiedas paid on the shares, but if and so long as nothing is paid upon any of the shares in the Company dividends may bedeclared and paid according to the amounts of the shares.No amount paid or credited as paid on a share in advance ofcalls shall, while carrying interest, be treated for thepurposes of this Article as paid on the share. All dividendsshall be apportioned and paid proportionately to theamounts paid or credited as paid on the share during anyportion or portions of the period in respect of which thedividend is paid; but if any share is issued on terms providedthat it shall rank for dividend as from a particular date suchshare shall rank for dividend accordingly.146. The Directors may, before recommending any dividend,set aside out of the profits of the Company such sums asthey think proper as a reserve or reserves which shall, at thediscretion of the Directors, be applicable for any purposeto which the profits of the Company may be properlyapplied, and pending such application may, at the likediscretion, either be employed in the business of theCompany or be invested in such investments (other thanshares of the Company) as the Directors may from timeto time think fit. The Directors may also without placingthe same to reserve carry forward any profits which theymay think prudent not to distribute.147. Notice of any dividend that may have been declared shallbe given in manner hereinafter mentioned to the personsentitled to share therein.148. The Directors may deduct from any dividend payable to anyMember all sums of money (if any) presently payable by himto the Company on account of calls or otherwise in relationto the shares of the Company.149. Any general meeting declaring a dividend or bonus maydirect payment of such dividend or bonus wholly or partlyby the distribution of specific assets and in particular ofpaid up shares, debentures or debenture stock of any othercompany or in any one or more of such ways, and theDirectors shall give effect to such resolution, and whereany difficulty arises in regard to such distribution, theDirectors may settle the same as they think expedient, andin particular may issue fractional certificates and fix thevalue for distribution of such specific assets or any partthereof and may determine that cash payments shall bemade to any Members upon the footing of the value sofixed in order to adjust the rights of all parties and mayvest any such specific assets in trustees as may seemexpedient to the Directors.150.(a) Any dividend or other money payable in cash on or inrespect of shares may be paid by electronic funds transfer orother automated system of bank transfer, electronic ormobile money transfer system, transmitted to such bank orelectronic or mobile telephone address as shown in the55