gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDDirectors fee and other remunerationDirectors commissionAs to extra service performedby directorsSpecial DirectorsAlternate DirectorUnless otherwise determined by the Company in a General Meeting each directorother than a managing director or a whole time director shall be entitled to receiveout of the funds of the company for his services in attending the meetings of theBoard or a committee of the Board, a fee not exceeding the limits specified undersection 310 and 640B read with rule 10B of Companies General Rules and Formsas altered from time to time. All other remuneration, if any, payable by the Companyto each Director, whether in respect of his service as a managing director or adirector in the whole or part time employment shall be determined in accordancewith and subject to the provisions of these Articles and the act. The directors shallbe entitled to be paid their reasonable traveling, hotel and other expenses incurredin connection with their attending the Board and committee Meeting or otherwiseincurred in the execution of their duties as Directors.The Directors may subject to the provision of Section 198 and 309 of theCompanies Act, 1956, also receive remuneration or commission, or participationof profits or partly in one way or partly in another, and such remuneration shall bedivided among the Directors, equally or in such other proportion as they maydetermine from time to time.If any Director, being willing, shall be called upon to perform extra services or tomake any special exertions in going or, residing away form the place of theregistered office of the company for any of the purpose of the company, or givingattendance to the business of the company, the company may pay to the Directorsso doing either by a fixed sum, or by a percentage on profits or otherwise, as maybe determined by the Directors, subject to the provisions of Section 198 of theCompanies Act, 1956.In the event of the company entering into an agreement or agreements for thepurchase of machinery and/or promoting technical collaboration and or assistancefor the purchase of machinery, installation etc., or for any lease or concession orother contract or agreement for assistance in any form like power supply, watersupply, grant of loans, underwriting and/or subscribing for shares of the company,with any State Government, Central Government or any industrial financing anddevelopment corporation or financing institution and if the terms of the agreementor contract or arrangement provide for the appointment of person or persons asDirector or Directors such person or persons including any State Government,Central Government, or any industrial finance and development corporation orfinancing institution with whom the said agreements are entered into shall beentitled to appoint such number of Directors hereinafter referred to as special/corporation Directors as may be agreed upon from time to time, and from time totime remove such Director or Directors so appointed and to appoint others in hisor their place and to fill in vacancy caused by death or resignation of such Directorsor otherwise ceasing to hold office and that such special Directors shall not berequired to hold any qualification shares and shall not be liable to retire by rotationor be removed by the Company in General Meeting.(1) The Board of Directors may appoint an Alternate Director to act for a Director(hereinafter called the Original Director) during his absence or for a period of notless than three months from the State in which the meetings of the Board areordinarily held.(2) An alternate Director appointed under sub-clause(1) above shall vacate officeif and when the Original Director returns to the State in which the meetings areordinarily held.(3) If the term of office of the original Director is determined before he so returnsto the State aforesaid any provision for the automatic re-appointment, shall applyto the Original and not to the Alternate Director.216