of ......................................................, or failing him, .......................................of ......................, as my /our proxy to vote for me/us on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the company, to be held on the ............... day of 19............, and at any adjournment thereof. Signed this ................ day of ................, 19...........” This form is to be used *in favour of resolution against No............ Unless otherwise instructed, the proxy will vote as he thinks fit. *Strike out whichever is not desired”. 72. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. 73. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death, insolvency or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insolvency, insanity, revocation or transfer as aforesaid shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. Directors 74. The number of the directors and the names of the first directors shall be appointed in writing by the subscribers of the memorandum of association or a majority of them and shall be set out in the list to be filed with the Registrar in terms of section 171 of the Act and the persons so named shall hold office only until directors are appointed by the company in general meeting. 75. The remuneration of the directors shall from time to time be determined by the company in general meeting. Such remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company. 76. The shareholding qualification for directors may be fixed by the company in general meeting and unless and until so fixed no qualification shall be required. 77. A director of the company may be or become a director or other officer of, or otherwise interested in, any company promoted by the company or in which the company may be interested as shareholder or otherwise and no such director shall be accountable to the co mpany for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company unless the company otherwise directs. Borrowing Powers 78. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party: Provided that the amount for the time being remaining undischarged of moneys borrowed or secured by the directors as aforesaid, apart from temporary loans obtained from the company’s bankers in the ordinary course of business, shall not at any time, without the previous sanction of the company in general meeting, exceed the nominal amount of the share capital of the company for the time being issued, but nevertheless no lender or other person dealing with the company shall be concerned to see or inquire whether this limit is observed. No debt incurred or security given in excess of such limit shall be invalid or ineffectual except in the case of express notice to the lender or the recipient of the security at the time when the debt was incurred or security given that the limit hereby imposed had been or was thereby exceeded. 79. Each director shall have the power to nominate one of the members possessing the necessary qualifications of a director to act as alternate director in his place during his absence or inability to act as such director and, provide d that the appointment of an alternate director is approved by the board, on such appointment being made the alternate director shall, in all respects, be subject to the terms, qualifications, and conditions existing with reference to the other directors of the company. 80. The alternate directors, whilst acting in the place of the directors who appointed them, shall exercise and discharge all the duties and functions of the directors they represent. The appointment of an alternate director shall be cancelled and the alternate director shall cease to hold office whenever the director who appointed him ceases to be a director or gives notice to the secretary of the company that the alternate director representing him has ceased to do so and, in case of the disqualification or resignation of any alternate director during the absence or inability to act of the director whom he represents, the vacancy so arising shall be filled by the chairman of the directors nominating a duly qualified member to fill the same, subject to the approval of the board. Powers and Duties of Directors 81. The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not, by the Act or by these regulations, required to be exercised by the company in general meeting, subject, nevertheless, to any of these regulations, to the provisions of the Act and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made. 82. The directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the directors, to be the agent or agents of the company for such purposes and with such powers, authorities and discretions, not exceeding those vested in or exercisable by the directors under these regulations, and for such period and subject to such conditions as they may think fit and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such agent as the directors may think fit, and may also authorize any such agent to delegate all or any of the powers, authorities and discretions vested in him. 83. The company may exercise the powers conferred by section 51 of the Act with regard to having an official seal for use abroad and such powers shall be vested in the directors. 84. The company may exercise the powers conferred upon the company by sections 121 and 122 of the Act with regard to the keeping of a branch register and the directors may, subject to the provisions of those sections, make and vary such regulations as they may think fit respecting the keeping of any such register. 85. (1) A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company shall declare the nature of his interest at a meeting of the directors in accordance with section 186 of the Act. (2) A director shall not vote in respect of any contract or arrangement in which he is interested, and if he shall do so his vote shall not be counted, nor shall he be counted in the quorum present at the meeting, but neither of these prohibitions shall apply to— (a) any arrangement for giving any director any security or indemnity in respect of money lent by him to or obligations undertaken by him for the benefit of the company; or