MEETINGS OF THE BOARD

1. Frequency of Meeting:

1. First Meeting: First Meeting of Board of Directors within 30 (Thirty) days from the date of Incorporation of company. –
2. Subsequent Meetings: One person Company, Small Company, Sec 8 Co. and Dormant Company At least one meeting of Board of directors in each half of calendar year Minimum Gap between two meetings at least 90 days.
3. Other than Companies mentioned above: Minimum No of 4 meetings of Board of Director in a calendar year Maximum Gap B/W two meetings should not be more the 120 days.

2. Calling of Meeting:

Meeting of Board of Director should be called by giving 7days notice to Directors at his registered address through:

• By hand delivery
• By post
• By Electronic means

Meeting at shorter Notice: A meeting of Board of Directors can be called by shorter notice subject to the conditions. In case of absence, decision taken at such meeting shall be circulated to all the directors, and shall be final only on ratification thereof by at least one Independent Director If the company doesn’t require to have independent director, The meeting can be called at a shorter notice without any conditions to be complied with.

3. Quorum of Board Meeting

1. Where meeting of Board could not be held for want of quorum, the meeting shall automatically adjourn to same time, same place at next week (Not being national holiday).
2. If number of directors reduced below quorum, then the remaining directors may hold the meeting for the following purposes:
   1. To call a General meeting
   2. Increase the number of directors.
   3. If interested director exceed or equal to 2/3 of total strength the remaining directors not being less than 2 (two) shall be the quorum.

4. Participation of Directors in Board Meetings:

1. Directors may, apart from attending the meeting physically, participate in the meeting by way of video conferencing & other audio visual means.
2. Approval of the annual statements;
3. Approval of the Board’s report;
4. Approval of the prospectus;
5. Audit Committee Meetings for consideration of accounts; and
6. Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

5. Requirements before Meeting:

1. The notice of the meeting shall, inform regarding the option available to participate through video conferencing mode and provide all the necessary information to enable the directors to participate through video conferencing.
2. A director intending to participate through video conferencing or audio visual means shall communicate prior intimation sufficiently in advance to the Chairperson or the company secretary of the company, so that company is able to make suitable arrangements in this behalf.