 

(ii) no items may be considered at the adjourned meeting of the Board which were not
specifically set out on the agenda for the meeting of the Board which was so
adjourned.

 

30.

Subject to Article 30 and the applicable provisions of the Act, a decision shall be validly
made, and/or a resolution validly passed at a meeting of the Board only if passed at a validly
constituted meeting of the Board and by a simple majority of the Directors present at voting
at the relevant meeting of the Board. Each Director shall be entitled to cast 1 (one) vote. It
is clarified that the Chairman shall not have a casting vote.

Decisions at Board
Meetings

 

31.

Any Director may participate in and vote at a meeting of the Board in accordance with
Applicable Laws by means of a telephone, video conferencing or similar communications
equipment which allows all Persons participating in the meeting to hear each other and
record the deliberations. Where any Director participates in a meeting of the Board by any
of the means stated hereinabove, the Company shall ensure that such Director is provided
with a copy of all documents to be referred to during such meeting of the Board before the
meeting commences. For the sake of clarity, subject to the Applicable Law, for holding of
meetings of the Board by means of a telephone, video conferencing or similar
communications equipment in place of holding physical meetings of the Board, the notice
and quorum provisions set out in Articles 23 and 24 shall apply mutatis mutandis to such
meetings of the Board.

Participation of
Directors at Board
Meetings

 

32.

No resolution shall be deemed to have been passed by the Board or by a committee thereof
by circulation, unless (i) the resolution has been circulated in draft together with the
necessary papers, if any, including through such electronic means to all the Directors or to
all the members of the committee at their usual address in India, and in the case of any
Director residing abroad, such papers shall also be transmitted to such Director’s email
address and where available, fax number abroad, and (ii) the resolution has been approved
by majority of Directors or members of the committee who are entitled to vote on the
resolution.

Passing of
Resolutions by
Circulation

 

33.

The Company shall cause the company secretary to prepare minutes of the proceedings of
every meeting of the Board and of every committee of the Board to be recorded in
accordance with the relevant provisions of Section 118 of the Act, within 30 (thirty) days of
the conclusion of every such meeting and the minutes shall contain the matters specified in
the said section. The Directors may comment on the minutes of the meeting within 7 (seven)
Business Days of receipt of the minutes. If no comments are made within the time limit set
out in this Article, the minutes shall be deemed to be accepted. The minutes shall be signed
at the commencement of the next meeting of the Board.

Minutes of Board
Meetings

 

34.

Subject to the relevant provisions of the Act, the Company shall pay the Investor Directors
all out of pocket expenses (including all air fares) incurred in order to attend Board,
committee and other meetings of the Company or otherwise perform his/her duties and
functions as a Director, or member of any committee of the Company.

Sitting fees and
Reimbursements of
expenses

 

35.

The Company shall procure and maintain the D&O insurance policy in favour of the Investor
Director from a reputable insurance company in respect of claims or liabilities resulting from
the actions or omissions of the Directors in performing their duties as Directors for an
amount of USD 1,000,000 (United States Dollar One Million only).

D&O Insurance

 

GENERAL MEETINGS

 

36.

General Meetings of the Company shall be called at least such times as may be required by
the Act. Subject to the provisions of the Act, at least 21 (twenty-one) Business Days written
notice of every General Meeting shall be given to every Shareholder, at their usual address
whether in India or abroad, and to the Auditors of the Company, provided always that a
meeting may be convened by a shorter notice than 21 (twenty-one) Business Days. Subject
to Applicable Law, any General Meeting convened with a lesser than 21 (twenty-one)
Business Days written notice shall be valid only if consented in writing by the Qualifying
Investors.

Notice of General
Meetings

 

 

37.

 

Every notice of a General Meeting shall specify the place, date and hour of the meeting and
shall contain a statement of the business to be transacted thereof and where any such
business consists of special business, as defined under the Act, there shall be annexed to the

 

Contents of Notice

 

418

 
