Quorum at Board Meetings

85.

Votes

86.

(a) Subject to the provisions of the Act, the quorum for a meeting of the Board, duly convened and
held, shall be a majority of the Directors then in office, including an Independent Director, at
the beginning of the meeting.

(b) In the absence of a valid quorum at a meeting of the Board, duly convened, the meeting shall
be adjourned and reconvened to the same time and place not earlier than 10 (ten) days but no
later than 21(twenty-one) days thereafter as the Chairman may determine or if the Chairman is
not present, at such time and place as may be agreed to by the majority of the Directors, with
the same agenda. The quorum requirements as set out in Article 84 (a) above shall also be
applicable at such adjourned meeting.

Each Director is entitled to cast 1 (one) vote at any meeting of the Board. The Chairman of the Board or
chairman of any committee thereof, or of any meeting of the shareholders of the Company shall not have
a casting vote, in case of equality of votes at such meeting. The adoption of any resolution of the Board
shall require the affirmative vote of a majority of the Directors present at a duly constituted meeting of
the Board or, in the case of a circular resolution, the signature of a majority of the Directors to whom the
resolution is circulated.

Telephonic/Video Participation

87.

Directors may, subject to Applicable Law, participate in meetings of the Board through tele-conference
or by way of audio - video conference facilities, in compliance with Applicable Law (including the Act
and the Information Technology Act, 2000).

Resolution by circulation or written consent

88.

Subject to Applicable Law, no resolution shall be deemed to have been duly and validly passed by the
Board, or by a committee thereof, by circulation or written consent, unless the resolution has been
circulated in draft form, together with all the necessary details required to make a fully-informed, good
faith decision with respect to such resolution and appropriate documents required to evidence passage of
such resolution, if any, to all Directors, whether in India or outside India at their usual address, and has
been approved, in writing, by a majority of such of the Directors entitled to vote on the resolution,
provided that if such resolution relates to a matter set out in Article 102 (Investor Consent Rights), such
decisions shall be taken in accordance with Article 102 (Investor Consent Rights).

Sitting Fees and Remuneration for Non-Executive Directors

89.

Directors, other than managing, whole-time and executive directors, shall be paid out of the funds of the
Company, such amount as sitting fees, as the Board may decide from time to time, for each meeting of
the Board or any committee thereof, attended by him and any reasonable expenses incurred by him in
attending such meeting. Subject to applicable provisions of the Act and these Articles, non-executive
Directors may also be paid remuneration as the Board may decide from time to time.

Sitting Fees and Commission for the Investor Directors

90.

The Investor Directors shall also be entitled to all the rights and privileges of other non-executive
Directors and the Investor Directors shall also be entitled to the sitting fees, commission and
reimbursement of actual out-of-pocket expenses, as set out in these Articles; provided that if any Investor
Directors are officers of the Investors, the sitting fees or commission in relation to the Investor Directors
shall accrue to the Investor, and the same shall accordingly be paid by the Company directly to the
Investors. Provided further that if the fees or commission mentioned in this Article cannot be paid to the
Investors as a result of any provision in Applicable Law, then such fees or commission shall be paid to
the Investor Directors.

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