DIRECTORS

107. Number of Directors Until otherwise determined by a general meeting of the Company, and subject to the provisions of Section 252 of the Act, the number of directors shall not be less than three and not more than twelve.

108. First Directors The following are the first Directors of the Company. Shri. Shyam Sunder Kariwala

Shri. Shyam Lal Rajgarhia Shri. Ramswaroop Tulsyan 109. Power of Directors to

appoint additional Directors ,fill casual vacancies and to appoint an alternate Directors.

Subject to the provision of Section 260, 262, 264, 313 and 284(6) of the Act and subject of these Article, the Directors shall have power at any time to time appoint any other person as a Director either to fill a casual vacancy or as an addition or an alternate director to the Board but the total number of Directors shall not at any time exceed the maximum number fixed.

110. Nominee Directors Whenever the Company enters into an agreement or contract with the Central or State Government, a local authority, bank or financial Institutions, or any person or persons (hereinafter referred to as “the appointer”) for borrowing any money or for providing any guarantee or security or for underwriting shares or debentures or other securities of the Company, the Board shall have, subject to the provisions of Section 255 of the Act, the power to agree that such appointer shall have it and to the extent provided by the terms of such agreement or contract the right to appoint or nominate, by a notice in writing addressed to the Company, one or more Directors on the Board, for such period and upon such conditions as may be mentioned in the agreement or contract and that such Director or Director may not be liable to retire by rotation nor be required to hold any qualification shares. The Board may also agree that any such Directors or Directors may be removed from time to time by the appointer entitled to appoint or nominate them and the appointer, may appoint another or others in his or their Place and also fill any vacancy which may occur as a result or any Director or Directors appointed or nominated under this Articles shall be entitled to exercise and enjoy all or any of the rights and privileges exercised and enjoyed by the other Directors of the Company, including payment of remuneration and traveling expenses to such Directors or Directors as may be agreed by the Company with the appointer.

111. Debenture Directors If it is provided by the trust Deed securing or otherwise in connection with any issue of debentures of the Company, that any person or person shall have power to nominate a Director of the Company, then in the case of any and every such issue of debentures, the person or person having such power may exercise such power from time to time and appoint a Director accordingly. Any Director so appointed is herein referred to as Debenture Director. The person may remove a Debenture Director from office at any time or person in whom from the time being is vested the power under which he was appointed and another Director may be appointed in his Place. A Debenture Director shall not be bound to hold any qualification shares.

112. Qualification of Directors

A Director need not hold any qualification shares.

113. Rotation of Directors Subject to the provisions of Section 255, 256 of the Act, at every Annual General Meeting of the company one third of such of the Directors for the time being as are liable to retire by rotation or, if their number is not three or a multiple of three, then the number of nearest to one third shall retire from office. Neither a nominated Director nor an Additional Director appointed by the Board shall be liable to retire by rotation within the meaning of this Article. But they shall be counted in determining the number of retiring Directors. The Directors to retire by rotation shall be those who have been longest in office since their last appointment but as between persons who become Directors on the same day those who are to retire shall in default of any agreement among themselves be determined by lot.

Save as permitted by Section 263 of the Act, every resolution of a General Meeting for the appointment of a Director shall relate to one named individual only.

114. Right of person other than retiring Directors to stand for directorship

(a) A person who is not a retiring Director shall, in accordance with Section 257 of the Act and 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 or members intending to propose him has, not less than fourteen days before the meeting, left at the registered 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 or members to propose him as a candidate for that office, as the case may be alongwith a deposit of five hundred rupees which shall be refunded to such person or as the case may be, to such member, if the person succeed in getting elected as a Director.

(b) The Company shall inform its members of the candidature of a person for the office of director or the intention of member(s) to propose a person as a candidate for that office by serving individual notices on the members not less than seven days before the meeting in the manner provided under Section 257 of the Act.

115. Eligibility A person shall not be capable of being appointed a Director if he has the disqualifications referred to in Section 274 of the Act.

116. Remuneration of Directors

If any Director, being willing, shall be called upon to perform extra services or to make special exertion for any of the purposes of the Company then, subject to Section 198, 309, 310 and 314 of the Act, the Board of Directors may remunerate such Director either by a fixed sum or by a percentage of profits or otherwise and such remuneration may be either in addition to or in substitution of any other remuneration to which he may be entitled.

117. Sitting fee Every Director, (including the ex-Officio Director shall be paid a sitting fee not exceeding such sum as may be prescribed from time to time under Section 310 of Act and as decided by the Board for each meeting of the Board of Directors or of any Committee thereof attended by him and shall be paid in addition thereto all traveling, hotel and other expenses properly incurred by him in attending and returning from the meetings of the Board of Directors or any Committee thereof or General Meeting of the Company or in connection with the business of the Company. 118. Office of Profit No Director or other person referred to in Section 314 of the Act

shall hold an office or Place of profit save as permitted by that Section.

70 Conditions under which Directors may contract with Company

Subject to the restrictions imposed by these Articles and by Sections 292, 293, 294, 295, 297, 300, 311, 370 and 373 and any other provisions of the Act, no Director, Managing Director, Executive Director or other officer or employee of the Company shall be disqualified from contracting with the Company whether as vendor, purchaser or otherwise for goods, materials or services or for underwriting the subscription of any shares in or debenture of the Company nor shall any such contract or agreement entered into by or on behalf of the Company with the relative of such Director, or a firm in which such Director or relative is a partner or with any other partner in such firm or with a private Company of which such Director is a member or Director, be void nor shall any Director so contracting or being such member or so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such Director holding office or of the fiduciary relation thereby established, but the nature of his or their interest must be disclosed by him or them in accordance with the provisions of Section 299 of the Act where that section be applicable.