gayatri projects limited - Edelweiss

Additional DirectorRemoval of DirectorsCasual vacancy may be filledby DirectorsFailure to fill casual vacancyRotation and retirement of DirectorsDirectors may contract with companyThe Board of Directors shall have the power, at any time and from time to time, toappoint any person as additional Director in addition to the existing Directors butso that the total number of Directors shall not exceed the limits fixed by theseArticles. Any Director, so appointed shall hold office only till the next AnnualGeneral Meeting but shall be eligible there for election as Director.(a) The company, may by ordinary resolution, remove any ordinary Director otherthan a Director appointed by the Central Government in pursuance of the Section408 before the expiry of his period of office and fill up the vacancy thus created inthe manner and subject to the provision of Section 284 of the Companies Act,1956.(b) The office of a Director shall be vacated:On the happening of any of the conditions provided for in section 283 of the Actor any statutory modification thereof.On the contravention of the provision of Section 314 of the Act or any statutorymodification thereon.If a person is a Director of more than twenty Companies at a timeIf he is disqualifiedunder section 274 of the Act or any statutory modification thereof.In case of alternate Directors, on return of the original Director, to the State, underthe provisions of Section 313 of the Act or any statutory modification thereof.On resignation of his office by notice in writingAny casual vacancy occurring among the Directors may be filled up by the Directorsbut any person so chosen shall retain his office so long only as the vacating Directorwould have retained the same, if no vacancy had occurred provided that thedirector may not fill a casual vacancy by appointing any person who has beenremoved from the office of Director of the Company under the preceding Article.The continuing Director may act, not withstanding any vacancy in their body, butso that if the number falls below the minimum fixed, the Director shall not, exceptfor the purpose of filling vacancies, act so long as the number is below theminimum.At the Annual General Meeting of the Company to be held in every year, one-thirdof such of the Directors as are liable to retire by rotation for the time being or, iftheir number is not three or a multiple of three, then the number nearest to onethird shall retire from office, and they will be eligible for reallocation providednevertheless that the Managing Director or a Director appointed under Article 117or the Directors appointed as special Director or ex-officio Director or an AdditionalDirector under Articles 102 and 104 hereof shall not retire by rotation under thisArticle nor shall they be included in calculating the total number of Directors ofwhom one-third shall retire from office under this Article.Subject to the provision of Sections 297,299,300,302 and 314 of the Act, theDirectors shall not be disqualified by reason of his or their office as such fromcontracting with the company either as vendor, purchaser, lender, agent, broker,lessor or otherwise, nor shall any such contract or any contract or arrangemententered into by or on behalf of the company with such Director or with any companyor partnership in which he shall be a member or otherwise interested be avoidednor shall any Director so contracting or being such member or so interested beliable to account to the Company for any profit realised by such contract orarrangement by reason only of such Director holding that office or of fiduciary217