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share capital of the company without the sanction of the company in general meeting.
74. The directors shall duly comply with the provisions of the Companios Ordiannée, 1911, or any statutory modi- fication thereof for the time being in force, and in particular with the provisions in regard to the registration of the partiendars of mortgages and charges affecting the property of the company, or created by it, and to keeping a register of the directors, and to sending to the Registrar of Com- panies an annual list of members, and a summary of parti- culars relating thereto, and notice of any consolidation or inerense of share capital, or conversion of skares into stock, and copies of special resolutions, and a copy of the register of directors and notifications of any changes therein.
75. The directors shall cause minutes to be made in books provided for the purpose-
(a) of all appointments of officers made by the
dhectors;
(b) of the names of the directors present at each meeting of the directors ant of any committee of the directors :
(c) of all resolutions and proe-edings at all meetings of the company, and of the direct. rs, and of committees of directors,
and every director present at any meeting of directors or committee of directors shall sign his uime in a book to be kept for that purpose.
The Seal.
76. The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the board of directors, and in the presence of at least twodirectors and of the secretary or such other person as the directors may appoint for the purpose; and those two directors and secretary or other person as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.
OP-
Disqualifications of Directors.
77. The office of director shall be vacated, if the direct-
(a) censes to be a director by virtue of sertion 74 of
the Companies Ordinance, 1911; or
(b) holds any other office of profit under the com- pany except that of managing director or
manager: or
(e) becomes brankrupt ; or
(d) is found lunatic or becomes of unsound mind; or (e) is concerned or participates in the profits of any.
contract with the company:
Provided, however, that no director shall vaento his a member of any company office by renson of his being which has entered into contracts with or done any work for the company of which he is director: but a director shall not vote in respect of any such contract or work, and if he does so vote his vote shall not be counted.
Rotation of Directors.
78. At the first ordinary meeting of the company the whole of the directors shall retire from office, and at the ordinary meeting in every subsequent year one-third of the directors for the time being, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office.
79. The directors to retire in every year shall be these 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 agrec among themselves) be determined by lot.
80. A retiring director shall be eligible for re-election, 81. 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.
82. If at any meeting at which an election of directors onght to take place the places of the vacating directors are not filled up, the meeting shall stand adjourned till the