Wednesday, 23 March 2011

Sec. 31 - Alteration of Articles - Board Resolution;

"RESOLVED that subject to the approval of the company in General Meeting, the Articles of Association of the Company be altered in the manner following :
Article 120(2) of the Articles of Association be deleted and in its place the following new article shall be substituted.
"120(3) Notwithstanding anything to the contrary contained in these Articles, so long as any moneys shall be owning by the company to Industrial Development Bank of India (IDBI) or Industrial Finance Corporation of India (IFCI) or Life Insurance Corporation of India (LIC) or Unit Trust of India (UTI), or any other financing corporation, Company or Body (hereinafter referred to as the Corporation) or so long as the Corporation holds any share/debentures in the Company as a result of subscription or underwriting or conversion of loan/debenture into equity capital of the Company or so long as any guarantee given by the Corporation in respect of any financial obligation or commitment of the company remains outstanding, the Corporation shall, pursuant to an agreement between it and the company, have a right to appoint one or more persons as Director(s) on the Board of Directors of the company (each such director is hereinafter referred to as "the Nominee Director") butso that not more than three persons shall hold office at any time by virtue of appointment under this Clause. The Nominee director shall not be required to hold qualification share and shall not be liable to retire by rotation. The corporation may at any time and from time to time remove the Nominee Director appointed by it and may, in the event of such removal and also in case of death or resignation of the Nominee Director, appoint another in result of the Nominee Director ceasing to hold office for any reason whatsoever. Such appointment or removal shall be made in writing by the Corporation and shall be delivered to the Company at its registered office. The Board of Directors of the Company shall have no power to remove the Nominee Director from office. Each such Nominee director shall be entitled to attend all general meetings, Board Meetings and meetings of the committee of which he is a member and he and the Corporation appointing him shall also be entitled to receive notices of all such meetings. In addition to the Director’s fee provided in these Articles such Directors shall be paid traveling and other expenses, etc. for attending the Board Meeting as may be provided under the Rules of the body which they represent.
further RESOLVED that an Extraordinary General Meeting of the Members of the Company be called on…………
(day) the…………. (date)………….. at ………… A.M. at………..(place) to adopt the Resolution for the aforementioned amendment in the Articles of Association as advised by………….financial institutions."

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