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

Title of Article Article Number and contents
(h) Nothing contained in this Article shall be taken:-
(i) as depriving a person removed hereunder of any compensation of
damages payable to him in respect of the termination of his appointment as
Director, or
(ii) as derogating from any power to remove a Director which may exist
Interested
Directors not to
participate or
vote in Board’s
proceedings
MANAGING DIRECTOR
apart form this Article.
166.
No Director shall as a Director take part in the discussion of or vote on
any contract arrangement or proceedings entered into or to be
entered into by or on behalf of the Company, if he is in any way,
whether directly or indirectly, concerned or interested in such contract or
arrangement, not shall his presence count for the purpose of forming a
quorum at the time of any such discussion or voting, and if he does vote, his
vote shall be void. Provided however, that nothing herein contained shall
apply to:-
(a) any contract of indemnity against any loss which the Directors, or any one or
more of them, may suffer by reason of becoming or being sureties or a surety for
the Company;
(b) any contract or arrangement entered into or to be entered into with a
public company or a private company which is a subsidiary of a public company
in which the interest of the Director consists solely;
(i) in his being:
(a) a director of such company; and
(b)the holder of not more than shares of such number of value therein as is
requisite to qualify him for appointment as a director, thereof, he having
been nominated as director by the company, or
(ii) in his being a member holding not more than two percent of its paid-up
share capital.
aTitle of Article Article Number and contents
Remuneration
of Managing
Director
Special position
of Managing
Director
POWERS OF THE BOARD
183.
Subject to the provisions of Sections 309, 310 and 311 of the Act, a Managing
Director shall, in addition to any remuneration that might be payable to him as a
Director of the Company under these Articles, receive
such remuneration as may from time to time be approved by the Company.
184.
Subject to any contract between him and the Company, a Managing or Wholetime
Director shall not, while he continues to hold that office, be subject to retirement by
rotation and he shall not be reckoned as a Director for the purpose of determining the
rotation of retirement of Directors or in fixing the number of Directors to retire but
(subject to the provision of any contract between him and the Company), he shall be
subject to the same provisions as to resignation and removal as the Directors of the
Company and shall, ipso facto and immediately, cease to be a Managing Director if he
ceases to hold the office of Director from any cause.
Title of Article Article Number and contents
General powers
of management
203.
The Board may exercise all such powers of the Company and do all such acts and things
as are not, by the Act, or any other Act or by the Memorandum or by the Articles of the
293