 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

© The participation of directors in a meeting of the Board may be either in person or | Participation at
through video conferencing or audio visual means or teleconferencing, as may be | Board meetings
prescribed by the Act and Secretarial Standards.

(7)__| Save as otherwise expressly provided in the Act, questions arising at any meeting of | Questions at
the Board shall be decided by a majority of votes. Board meeting

how decided

(8) _ | Incase of an equality of votes, the Chairman of the Board, if any, shall have a second | Casting vote of
or casting vote. Chairman at

Board meeting

(9) The continuing directors may act notwithstanding any vacancy in the Board; but, if | Directors not to
and so long as their number is reduced below the quorum fixed by the Act for a | act when number
meeting of the Board, the continuing directors or director may act for the purpose of | falls below
increasing the number of directors to that fixed for the quorum, or of summoning a | minimum
general meeting of the Company, but for no other purpose.

(10) | The Chairman of the Company shall be Mr Srinivasan Ravi, and shall also be the | Chairman to
Chairman at meetings of the Board. In his absence, the Board may elect a Chairman | preside at
of its meetings and determine the period for which he is to hold office. meetings of the

Board

(11) If the Chairman is not present within fifteen minutes after the time appointed for | Directors to elect
holding the meeting and no such Chairman is elected by the Board, at any meeting, | a Chairman
the directors present may choose one of them to be Chairman of the meeting.

(12) The Board may, subject to the provisions of the Act, delegate any of its powers to | Delegation of
Committees consisting of such member or members of its body as it thinks fit, powers

(13) | The Act requires certain business to be approved only at Meetings of the Board. | Passing of
However, other business that requires urgent decisions can be approved by means of | resolution by
Resolutions passed by circulation. Resolutions passed by circulation are deemed to be | Circulation
passed at a duly convened
Meeting of the Board and have equal authority.

(14) _| Allacts done in any meeting of the Board thereof or by any person acting asa director, | Acts of Board
shall, notwithstanding that it may be afterwards discovered that there was some defect | valid
in the appointment of any one or more of such directors or of any person acting as | notwithstanding
aforesaid, or that they or any of them were disqualified or that his or their appointment | defect of
had terminated, be as valid as if every such director or such person had been duly | appointment
appointed and was qualified to be a director.

PROCEEDINGS AT MEETINGS OF COMMITTEES OF BOARD
26 |) | Any Committee formed by Board shall, in the exercise of the powers so delegated, | Committee to
conform to any regulations that may be imposed on it by the Board and by the | conform to Board
Applicable laws. regulations

(2) The participation of directors in a meeting of the Committee may be either in person | Participation at
or through video conferencing or audio visual means or teleconferencing, as may be | Committee
prescribed by the Rules or permitted under Applicable Laws and Secretarial Standards. | meetings

@) | A Committee may elect a Chairman of its meetings unless the Board, while | Chairman of
constituting a Committee, has appointed a Chairman of such Committee. Committee

(4) If no such Chairman is elected, or if at any meeting the Chairman is not present within | Chairman to
fifteen minutes after the time appointed for holding the meeting, the members present | preside at
may choose one of their members to be Chairman of the meeting. meetings of

Committee

© | A Committee may meet and adjourn as it thinks fit. Committee to

meet

(6) Questions arising at any meeting of a Committee shall be determined by a majority of | Questions at
votes of the members present. Committee

meeting how
decided

(7) ___| Incase of an equality of votes, the Chairman of the Committee shall have a second or | Casting vote of
casting vote. Chairman at

Committee
meeting

 

 

 

 

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