754

SECRETARIAL PRACTICE
resigns his office by notice in writing to the company; or
is directly or indirectly interested in any contract with
the company or participates in the profits of anv contract
with the company.

Provided, however, that a director shall not vacate his office “by
reason of his being a member of any corporation which has entered
into contracts with or done any work for the company if he shall
have declared the nature of his interest in manner required by
section 149 of the Act, but the director shall not vote in respect of
any such contract or work or any matter arising thereout, and if
he does so vote his vote shall not be counted.

6)
(8)

Rotation of Directors.
73. At the first ordinary general meeting of the company the
whole of the directors shall retire from office, and at the ordinary
general meeting in every subsequent year one-third of the directors
for the time being, or, if their number is not three or a multiple of
three. then the number nearest one-third, shall retire from office.

74. The directors to retire in every year shall be those who have
been longest in office since their last election but as between persons
who became directors on the same day those to retire shall (unless
they otherwise agree among themselves) be determined by lot.

75. A retiring director shall be eligible for re-election.

76. The company at the general meeting at which a director
retires in manner aforesaid may fill up the vacated office by electing
a person thereto and in default the retiring director shall be deemed
to have been re-elected unless at such meeting it is resolved not tc
fill up such vacated office.
77. The company may from time to time in general meeting
increase or reduce the number of directors, and may also determine
in what rotation the increased or reduced number is to go out of
sffice.
78. Any casual vacancy occurring in the board of directors may
be filled up by the directors, but the person so chosen shall be subject
to retirement at the same time as if he had become a director on the
day on which the director in whose place he is appointed was last
elected a director.

79. The directors shall have power at any time, and from time
to time, to appoint a person as an additional director who shal
retire from office at the next following ordinary general meeting
but shall be eligible for election by the company at that meeting
as an additional director.
80. The company may by extraordinary resolution remove any
director before the expiration of his period of office, and may by
an ordinary resolution appoint another person in his stead. The
person so appointed shall be subject to retirement at the ‘same
time as if he had become a director on the day on which the director
in whose place he is appointed was last elected a director.