 

regulate their meetings and proceedings as they may think fit. All meetings of the Board or
any Committee thereof shall be conducted in English.

 

26.

The Chairman may at any time and the secretary or such other officer of the Company as
authorised, shall, upon the request of any Director, convene a meeting of the Board. Subject
to Applicable Law, at least 15 (fifteen) days written notice of every meeting of the Board
shall be given to every Director and, to the extent required under Article 16 (ii), Observer at
his usual address in India and, in the case of any Director or Observer residing abroad, such
notice shall also be given by email and where available, by facsimile to such Director’s
email address and facsimile number, as applicable abroad. A notice of the Board meeting
may also be served by other electronic means. Any meeting of the Board convened with a
lesser than 15 (fifteen) days written notice shall be valid only if consented in writing by at
least 1 (one) Investor Director and the Promoter Director.

Notice of Meeting

 

27.

The notice of each meeting of the Board shall include an agenda setting out the business
proposed to be transacted at the meeting (including identifying in reasonable detail the issues
to be considered by the Directors at such meeting along with relevant supporting
documents). None of the Directors (excluding the Independent Directors) or the Persons in
charge of the management of the Company shall propose, consider, discuss, deliberate or
decide any of the matters set out in the Articles 88 and 90 unless such matter was included
in the agenda for the meeting.

It is clarified that in the event an Independent Director proposes or initiates discussion on
any of the matters set out in the Articles 88 or 90, without such matter having been included
in the agenda for the meeting, then all Directors present at such meeting shall be entitled to
discuss, consider, deliberate and decide on such matters proposed or initiated by the
Independent Directors.

Agenda for Board
Meetings

 

28.

@ Subject to Section 174 of the Act and Applicable Law, the quorum for a meeting
of the Board shall be 1/3rd (one third) of its total strength excluding Directors, if
any, whose place may be vacant at that time and any fraction contained in that 1/3rd
(one third) being rounded-off as 1 (one), or 2 (two) Directors, whichever is higher,
provided that where at any time the number of interested Directors exceeds or is
equal to 2/3rd (two third) of the total strength of the number of the remaining
Directors, that is to say, the number of Directors who are not interested and present
at the meeting being not less than 2 (two), shall be the quorum during such time.
Provided that subject to sub-clause (ii) below the presence of at least 1 (one)
Investor Director shall also be required to constitute the quorum for a Board
meeting, unless waived in writing by all Investor Directors. Subject to the Act,
participation of the Directors by video conferencing or by other audio-visual means
shall also be counted for the purposes of quorum.

(ii) If any of the Investor Director confirms his presence in writing for a meeting within
5 (five) days of receiving such notice, then the Directors present at such meeting
shall, subject to their constituting a valid quorum under the Act, constitute a valid
quorum even if such Investor Director is not present at the meeting. However, if
none of the Investor Directors confirms his availability, then the meeting shall not
be held.

Quorum for Board
Meeting

 

 

29.

 

If the quorum as required by Article 26 is not present within 1 (one) hour from the time
appointed for the meeting of the Board, the meeting of the Board shall adjourn to the same
place and time not later than 7 (seven) Business Days thereafter as the Chairman (or, if
applicable, the chairman of the Committee) may determine. At such adjourned meeting of
the Board, the Directors present shall, subject to their constituting a valid quorum under the
Act, constitute a valid quorum even if the Investor Directors are not physically present at
such adjourned meeting of the Board. Provided that:

@ written notice of the adjournment was given to the Investor Directors at their usual
address for service of notices of meetings of the Board not less than 3 (three)
Business Days before the date of the adjourned meeting of the Board; and

 

Adjournment of
Board meeting

 

417

 
