sejal architectural glass limited - Securities and Exchange Board of ...

Title of Article Article Number and contents
powers and duties and authorities of the Original Director. The Alternate Director
appointed under this Article shall vacate office as and when the Original Director
returns to the State in which the meetings of the Board are ordinarily held and if
the term of office of the Original Director is determined before he returns to
as aforesaid, any provisions in the Act or in these Articles for automatic
reappointment of retiring Director in default of another appointment shall apply to
Additional
Directors
Qualification
shares
Extra
remuneration to
Directors for
special work
Traveling
expenses incurred
by Directors on
Company’s
business
Director may act
notwithstanding
vacancy
Disqualification of
the Director
the Original Director and not the Alternate Director.
152.
The Directors shall have the power at any time and from time to time to appoint
any other person to be a Director as an addition to the Board (“Additional
Director”) so that the total number of Directors shall not at any time exceed the
maximum fixed by these Articles. Any person so appointed as an Additional
Director to the Board shall hold his office only upto the date of the next Annual
General Meeting and shall be eligible for election at such Meeting.
153.
A Director need not hold any qualification shares.
155.
Subject to the provisions of Sections 198, 309, 310, 311 and 314 of the Act, if any
Director, being willing shall be called upon to perform extra services (which
expression shall include work done by a Director as a Member of any Committee
formed by the Directors or in relation to signing share certificate) or to make
special exertions in going or residing or residing out of his usual place of residence
or otherwise for any of the purposes of the Company, the Company may
remunerate the Director so doing either by a fixed sum or otherwise as may be
determined by the Director, and such remuneration may be either in addition to or
in substitution for his share in the remuneration herein provided.
Subject to the provisions of the Act, a Director who is neither in the whole time
employment nor a Managing Director may be paid remuneration either:
i) by way of monthly, quarterly or annual payment with the approval of the
Central Government; or
ii) by way of commission if the Company by a Special Resolution authorised
such payment.
156.
The Board of Directors may subject to the limitations provided by the Act allow
and pay to any Director who attends a meeting of the Board of Directors or any
Committee thereof or General Meeting of the Company or in connection with the
business of the Company at a place other than his usual place of residence, for the
purpose of attending a Meeting such sum as the Board may consider fair
compensation for traveling, hotel, and other incidental expenses properly incurred
by him in addition to his fees for attending such Meeting as above specified.
157.
The continuing Director or Directors may act notwithstanding any vacancy in
their body, but if and so long as their number is reduced below the quorum fixed
by these Articles for a meeting of the Board, the Director or Directors may act for
the purpose of increasing the number, of Directors or that fixed for the quorum or
for summoning a General Meeting of the Company but for no other purposes.
162.
A person shall not be capable of being appointed Director of the Company if:-
(a)he has been found to be of unsound mind by a Court
of competent jurisdiction and the finding is in force;
(b) he is an undischarged insolvent;
(c) he has applied to be adjudged an insolvent and his application is pending;
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