THIRD SCHEDULE                       (Section 34)

Implied Powers of Directors, a Managing Director and a Director of- a Proprietary Company

1.  To enter into, agree to the modification or termination of, perform, and accept performance of contracts in the company's name or on its behalf for the purpose of carrying on the company's business or pursuing its objects.

2.  To bring or defend proceedings in any court in the name or on behalf of the company, to intervene in the company's name or on its behalf in any proceedings brought by other persons (including bankruptcy proceedings and proceedings for the winding up of any company or body corporate), and to agree to the submission oi: uisputes to arbitration and to participate in any arbitration proceedings.

3.  To acquire, take on lease, hire or licence, hold, dispose of, lease, licence, let on hire and turn to account any assets of the company.

4.  To enter into partnership, consortium, profit sharing and other similar agreements in the name or on behali of the company with any person, firm, company, overseas company or body corporate, and to promote companies and subsidiaries, manage the whole or any part of the undertaking of any other company or overseas company and amalgamate with any other company or overseas company,

5.  To lend money, to guarantee or give security for the debts and liabilities of other persons, and to take, hold and realise any form of security in connection with such transactions.

6.  To borrow and to give security in any form over any part of the company's assets, including the unpaid part of the issue price of its shares and debentures, whether due or not.

7.  To subscribe for, purchase, hold and dispose of shares, debentures and other securities, whether issued by other persons, companies, overseas companies or bodies corporate or by public authorities, and to acquire, hold and dispose of and enter into agreements (including lawful voting agreements) in relation to any such securities,

8.  To issue, make acquire, hold and negotiate bills of exchange, cheques and promissory notes and all other kinds oi negotiable instruments, bills of lading, dock warrants, warehouse cerUnopres and documents used in the course of trade as evilence of the ownership or the right to the possession of goods.

9.  To employ, remunerate and discharge employees and agents.

10.  To pay gratuities and bonuses to employees and agents of the company, to pay retirement gratuities, pensions or capital sums to employees of the company (including directors) and their dependants, and to establish any trust or scheme or effect any insurance requisite for providing retirement benefits, pensions or capital sums for employees (including directors) and their dependants.

11.  To make the company or any of its officers a member of any trade or other association whose activities are likely to assist or protect the interests ol the company, and to pay any subscriptions or fees incidental to membership of such an association out of the company's funds.