BOARD OF DIRECTORS

72. First Directors

The following were the first Directors of the Company

1. Subroto Bagchi2. Rostow Ravanan

73. Independent Director:

The Company shall appoint such number of Independent Directors as it may deem fit. Subject to

the term specified in the resolution appointing him, an Independent Director may be appointed to

hold office for a term upto 5 consecutive years on the Board of the Company and shall be

eligible for re-appointment on passing of special Resolution and such other compliances as may

be required in this regard. No Independent Director shall hold office for more than 2 consecutive

terms.

74. Director's power to fill-up casual vacancy

Any casual vacancy occurring in the Board of Directors may be filled up by the Directors, and

the person so appointed shall hold office upto the date, upto which Director in whose place he is

appointed would have office if it has not been vacated as aforesaid.

75. Additional Directors

The Board of Directors shall have power at any time and from time to time to appoint one or

more persons as Additional Directors provided that the number of Directors and Additional

Directors together shall not exceed the maximum number fixed under the Act. An additional

Director so appointed shall hold office upto the date of the next Annual General Meeting of the

Company or the last date on which the Annual General Meeting should have been held,

whichever is earlier and shall be eligible for re-election by the Company at that Meeting.

76. Alternate Directors

The Board of Directors may appoint a person, not being a person holding any alternate

directorship for any other Director in the Company, to act as an alternate director for a Director

during his absence for a period of not less than three months from India and no person shall be

appointed as an alternate director for an Independent Director unless he is qualified to be

appointed as an Independent Director under the provisions of the Act.

Such alternate director shall not hold office for a period longer than the original Director and

shall vacate the office if and when the Director in whose place he has been appointed returns to

India.

If the term of office of the original Director is determined before he so returns to India, any

provision for the automatic re-appointment of retiring Directors m default of another

appointment shall apply to the original, and not to the alternate director.