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«TABLE OF CONTENTS DEFINITION, TECHNICAL GLOSSARY AND ABBREVIATIONS FORWARD-LOOKING STATEMENTS RISK FACTORS SUMMARY SUMMARY OPERATING AND FINANCIAL ...»

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Article 81, inter alia provides that, subject to the provisions of Section 313 of the Companies Act, 1956, the Board of the Company may appoint an Alternate Director to act for one or more Directors (hereinafter called the "Original Director/s during his/their absence for a period of not less than three months from the Union Territory of Delhi and such appointment shall have effect and such appointee, whilst he holds office as an Alternate Director, shall be entitled to notice of meetings of the Board and attend and vote thereat accordingly. An Alternate Director/s appointed under this Article shall vacate office if and when the Original Director/s return/s to the Union Territory of Delhi. If the term of the office of the Original Director/s is determined before he/they so return/s to the Union Territory of Delhi, any provision in the Act, or in these Articles for the automatic re-appointment of Retiring Directors in default of another appointment shall apply to the Original Director/s and not to the Alternate Director. Provided always that no person shall be appointed by the Board as an Alternate Director who shall not have been previously approved in writing by the original Director/s.

Appointment of Additional Director

Article 82, inter alia, provides that, subject to the provisions of Section 260 of the Companies Act,1956 the Board shall have power at any time and from time to time, to appoint a person as an Additional Director but so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles. The Additional Director so appointed shall retire from Office at the next following Annual General Meeting but shall be eligible for election by the Company at that meeting as a Director.

Casual Vacancy

Article 83 provides that, subject to the provisions of Sections 262(2) and 284(6) and other applicable provisions, if any, of the Act, any casual vacancy occurring in the office of a Director whose period of office is liable to determination by retirement by rotation may be filled up by the Directors at a meeting of the Board. Any person so appointed shall hold office only upto the date upto which the Directors in whose place he is appointed would have held office, if the vacancy had not occurred.

Qualification of Directors Article 84 inter alia provides that a Director shall not be required to hold any qualification share.

Remuneration of Directors

Article 85 inter alia provides that:

(1) Subject to the provisions of the Section 198, 309, 310 and 311 of the Act, The remuneration of the Directors of the Company shall be as determined by the Company in general meeting from time to time.

(2) The remuneration of a director for attending the meeting of the Board or a Committee thereof shall be such sum as may be determined by the Board, keeping in view the provision of the Act and the rules made thereunder from time to time.

(3) The Directors shall also be entitled to payment of actual expenditure for traveling, boarding, lodging and other expenses incurred for attending the meetings of the Board or any Committee thereof or General meetings of the Company or for any journeys performed in connection with the business of the Company.

Special Remuneration of Directors performing extra service

Article 86, inter alia, provides that if any Director, being willing, shall be called upto to perform extra services or entrusted with any extra work or to make any special exertions for any of the purposes of the Company or in giving special attention to the business of the Company as a member of a Committee of directors or otherwise, such Director may be remunerated in such manner as may be determined, subject to the provisions of the Section 309 and 314 of the Act.

(2) If any Director be called upon or is required to go or reside out of his usual place of residence for Company's business, he shall be entitled to be paid travelling and/or other expenses incurred in connection with the business of the Company.

When office of Director to become vacant

Article 88 provides that:

(1) Subject to the provisions of Section 283(2) of the Act, the office of a Director shall become vacant, if :a) he is found to be of unsound mind by a Court of competent jurisdiction; or (b) he applies to be adjudicated an insolvent; or (c) he is adjudicated an insolvent; or (d) he fails to pay any call made on him in respect of shares of the Company held by him, whether alone or jointly with others within six months from the last date fixed for the payment of the call unless the Central Government has by notification in the Office Gazette, removed the disqualification incurred by such failure; or (e) any office or place of profit under the Company or any subsidiary thereof is held by him in contravention of Section 314 of the Act; or (f) he absents himself from three consecutive meetings of the Board of Directors or from all meetings of the Board of Directors for a continuous period of three months, whichever is longer without obtaining leave of absence from the Board of Directors; or (g) he becomes disqualified by an order of the Court under Section 203 of the Act; or (h) he is removed in pursuance of Section 284 of the Act; or (i) he (whether by himself or by any person for his benefit or on his account) or any firm in which he is a partner or any private company of which he is a Director, accepts a loan or any guarantee or security for a loan from the Company in contravention of Section 295 of the Act; or (j) he acts in contravention of Section 299 of the Act and by virtue of such contravention shall have been deemed to have vacated office; or (k) he is convicted by a Court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months; or (l) he having been appointed a Director by virtue of his holding any office or other employment in the company ceases to hold such office or other employment in the Company; or (2) Subject to the provisions of the Act, a Director may resign his office at any time by giving notice in writing addressed to the company or to Board of Directors.





Appointment of Chairman Article 89 provides that so long as Jaiprakash Associates Limited holds 51% or more of the paid up equity share capital of the company the Chairman of the Company shall be appointed by it with power to remove and appoint another in his place, from time to time. Such appointment and removal shall be effected by a letter in writing by a duly authorised person of Jaiprakash Associates Limited and shall take effect forthwith upon being received by the Company at its office.

Managing director(s)/ Whole-time Directors

Article 90 inter alia the Board may, from time to time, appoint one or more of their body to be Managing Director(s) or whole-time Director(s) of the Company, and may, from time to time, remove or dismiss him from office, and appoint another in his place but his appointment shall be subject to determination ipso facto if he ceases for any cause to be a Director of the Company provided however that the appointee shall, so long as Jaiprakash Associates Limited holds 51% or more of the paid up equity capital of the company, always be the nominee of the said Jaiprakash Associates Limited.

The Board may, from time to time, entrust to and confer upon a managing director or a whole-time Director for the time being, such of the powers exercisable under these presents by the Directors as it may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions as it thinks expedient, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

Subject to the provisions of Section 255 of the Companies Act, 1956 the Managing Director(s)/Whole- time Director(s) appointed by the Board of Directors shall not be liable to retire by rotation.

The remuneration of a managing director/Whole-time Director shall be such as may from time to time be fixed by the Board subject to the provisions of Sections 269 and 309 of the Act.

Proceedings Of The Board Of Directors Meetings of Directors Article 91, inter alia, provides that the Directors may meet together as a Board for the despatch of business from time to time and shall so meet at least once in every three calendar months, and the Board may adjourn and otherwise regulate its meetings and proceedings as it may think fit.

Quorum

Article 92, inter alia provides that subject to Section 287 of the act, the quorum for a meeting of the Board shall be one-third of its total strength (excluding Directors if any, whose places may be vacant at the time and any fraction contained in the one-third being rounded off as one), or two Directors, whichever is higher, provided that where at any time the number of interested Directors exceeds or is equal to two-third of the total strength, the number of Directors who are not interested, and are present at the meeting, being not less than two, shall be the quorum for such time.

Adjournment of Meeting for want of Quorum

Article 93 inter alia provides that if at a meeting of the Board, a quorum shall not be present then the meeting shall stand adjourned to such day, time and place as the Chairman and in his absence, the vice-Chairman and failing both of them, the Director or Directors present at the meeting may fix.

When meeting to be convened Article 94 inter alia provides that a Director may, and the Manager or Secretary on the requisition of a Director shall, at any time, summon a meeting of the Board.

Question at Board Meeting how decided Article 95, inter alia, provides that the questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.

Board may appoint Committee Article 96, inter alia, provides that, subject to the provisions of the Act and the restrictions contained in Section 292 of the Act and these Articles, the Board may from time to time and at any time, delegate any of its powers to a Committee(s) consisting of such Director or Directors as it think fit, and it may from time to time revoke and discharge any such Committee of the Board either wholly or in part, and either as to persons or purposes, but every Committee of the Board so formed shall in the exercise of the power so delegated conform to any regulations that may from time to time be imposed on it by the Board. All the matters at any meeting of a Committee(s) shall be decided by a majority of votes. All acts done by any such Committee of the Board in conformity with such regulations and in fulfillment of the purposes of their appointment but not otherwise shall have the like force and effect as if done by the Board.

Meeting of the Committee, how to be governed

Article 97 inter alia provides that the meetings and proceedings of any such Committee of the Board shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not superseded by any regulations made by the Board under these Articles.

Resolution by circulation

Article 98 inter alia provides that:

(1) A resolution passed by circulation, without a meeting of the Board or a Committee of the Board shall be as valid and effectual as a resolution duly passed at a meeting of the Board or a Committee thereof duly called and held.

(2) A resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation, if the resolution has been circulated in draft together with the necessary papers, if any, to all the Directors or to all the members of the Committee at their respective addresses registered with the Company and has been approved by a majority of Directors or members of the Committee as are entitled to vote on the resolution.

Powers Of Directors Powers of Directors Article 99, inter alia, provides that subject to the provisions of the Act, the Board shall be entitled to exercise all such powers of the Company and to do all such acts and things as the Company is authorised to exercise or do and as are not, by the Act, or any other statute or by the Memorandum or Articles of Association of the Company required or directed to be exercised or done by the Company in General Meeting, subject nevertheless to these Articles, the Act or any other statute and to such regulations, not inconsistent therewith including regulations made by the Company in General Meeting, but no regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.

Certain powers of the Board

Article 100, inter alia, provides that without prejudice to the general powers conferred by the foregoing Articles and so as not in any way to limit or restrict those powers, and without prejudice to the other powers conferred by these Articles, but subject to the restrictions and provisions contained in the Articles and the Companies Act, it is hereby declared that

the Board shall have the following powers, that is to say, power:

Article 100(a), inter alia, provides to pay donations to any individuals or institutions or contribute to any charitable, religious, benevolent, national, political, public or general and other funds not directly related to the business of the Company or the welfare of its employees, any sums the aggregate of which will, in any financial year, not exceed fifty thousand rupees or five per cent of the average net profits of the Company during the three financial years immediately preceding, whichever is greater, and may with the consent of the Company in General Meeting, contribute any sums in excess of such limits.



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