Company to have Board of Directors. — THE COMPANIES ACT, 2013

149. Company to have Board of Directors. CHAPTER X AUDIT AND AUDITORS SECTIONS Manner of selection of independent directors and maintenance of data bank of independent directors. Appointment of director elected by small shareholders. Appointment of directors. Application for allotment of Director Identification Number. Allotment of Director Identification Number. Prohibition to obtain more than one Director Identification Number. Director to intimate Director Identification Number. Company to inform Director Identification Number to Registrar. Obligation to indicate Director Identification Number. Penalty for default of certain provisions . Right of persons other than retiring directors to stand for directorship. Appointment of additional director, alternate director and nominee director. Appointment of directors to be voted individually. Option to adopt principle of proportional representation for appointment of directors. Disqualifications for appointment of director. Number of directorships. Duties of directors. Vacation of office of director. Resignation of director. Removal of directors. Register of directors and key managerial personnel and their shareholding. Members’ right to inspect. Penalty . CHAPTER XII MEETINGS OF BOARD AND ITS POWERS Meetings of Board. Quorum for meetings of Board. Passing of resolution by circulation. Defects in appointment of directors not to invalidate actions taken. Audit committee. Nomination and Remuneration Committee and Stakeholders Relationship Committee. Powers of Board. Restrictions on powers of Board. Company to contribute to bona fide and charitable funds, etc. Prohibitions and restrictions regarding political contributions. Power of Board and other persons to make contributions to national defence fund, etc. Disclosure of interest by director. Loan to directors, etc. Loan and investment by company. Investments of company to be held in its own name. Related party transactions. Register of contracts or arrangements in which directors are interested. Contract of employment with managing or whole-time directors. Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares. Restriction on non -cash transactions involving directors. Contract by One Person Company. [Omitted.]. [Omitted.]. SECTIONS Appointment of managing director, whole-time director or manager. Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits. Calculation of profits. Recovery of remuneration in certain cases. Central Government or company to fix limit with regard to remuneration. Forms of, and procedure in relation to, certain applications. Compensation for loss of office of managing or whole-time director or manager. Appointment of key managerial personnel. Secretarial audit for bigger companies. Functions of company secretary. CHAPTER XIV INSPECTION, INQUIRY AND INVESTIGATION

Section 149