Shall any such contract or any contract or

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shall any such contract, or any contract or arrangement entered into by or on behalf of the company in which any director is in any way interested, be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to the company for any profit realized by any such contract or arrangement by reason of such director holding that office or of the fiduciary relation thereby established. (4) A director , notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other director is appointed to hold any such office or place of profit under the company or whereat the terms of any such appointment are arranged, and he may vote on any such appointment or arrangement other than his own appointment or the arrangement of the terms thereof. (5) Any director may act by himself or his firm in a professional capacity for the company , and he or his firm shall be entitled to remuneration for professional services as if he were not a director ; provided that nothing herein contained shall authorize a director or his firm to act as
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auditor to the company . 87. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the company , shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the directors shall from time to time by resolution determine. 88. The directors shall cause minutes to be made in books provided for the purpose- (a) of all appointments of officers made by the directors ; (b) of the names of the directors present at each meeting of the directors and of any committee of the directors ; (c) of all resolutions and proceedings at all meetings of the company , and of the directors , and of committees of directors , and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose. 89. The directors on behalf of the company may pay a gratuity or pension or allowance on retirement to any director who has held any other salaried office or place of profit with the company or to the director 's spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. (Amended 30 of 1999 s. 35) Disqualification of Directors 90. The office of director shall be vacated if the director - (a) ceases to be a director by virtue of section 155 of the Ordinance; or (b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or (c) becomes prohibited from being a director by reason of any disqualification order made under Part IVA of the Ordinance; or (Amended 30 of 1994 s. 11) (d) becomes of unsound mind; or (e) resigns his office by notice in writing to the company given in accordance with section 157D(3)(a) of the Ordinance; or (f) shall for more than 6 months have been absent without permission of the directors from meetings of the directors held during that period.
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