Common use of PROCEDURES OF THE BOARD Clause in Contracts

PROCEDURES OF THE BOARD. (a) Subject to Applicable Law, the Board shall meet at least once every quarter of each Financial Year and at least 4 (four) times every Financial Year, subject to an annual schedule and confirmation of the date of the next Board meeting at the previous Board meeting. (b) Written notice of each meeting of the Board shall be given to all the Directors and their alternates, if any. Written notice of each meeting of a committee of the Board shall be given to all Directors on that committee and their alternates, if any. Written notice of a meeting under this Section 2.06(b) shall be sent to the address notified from time to time by the Directors and their alternates, if any, at least twenty-one (21) days in advance of such meeting; provided that where, exceptionally, the Board or a committee of the Board is required to make a decision in circumstances in which the foregoing notice requirements cannot be observed, a meeting of the Board or a committee of the Board may be convened at shorter notice in accordance with the provisions of the Act and with consent of a majority of the Directors on the Board or on such committee, including each of the Nominee Directors, if appointed (in the case of a meeting of a committee, if each such Nominee Director has been appointed to such committee). Provided further that none of the matters listed at Section 2.10, may be discussed or decided upon by the Board at any meeting unless, the same has already been approved in accordance with Section 2.10, which decision shall be binding on the Board. (c) An agenda setting out in detail the items of business proposed to be transacted at a meeting of the Board together with necessary information and supporting documents shall be circulated to each of the Directors and their alternates, if any. An agenda setting out in detail the items of business proposed to be transacted at a meeting of a committee of the Board together with necessary information and supporting documents shall be circulated to each of the Directors on that committee and their alternates, if any. The agenda, information and documents shall be circulated at least twenty-one (21) days prior to the date of the relevant meeting; provided that where, exceptionally, the Board or a committee of the Board is required to make a decision in circumstances in which the foregoing notice requirements cannot be observed, such requirement to circulate agenda information and documents may be waived subject to Applicable Law and with the consent of a majority of the Directors on the Board or on such committee, including each of the Nominee Directors, if appointed (in the case of a meeting of a committee, if each such Nominee Director has been appointed to such committee). Unless waived in writing by each Nominee Director (that has been appointed) and another Director, any item not included in the agenda of a meeting shall not be considered or voted upon at that meeting of the Board. Provided that notwithstanding anything stated herein, none of the matters listed at Section 2.10, may be discussed or decided upon by the Board at any meeting unless, the same has already been approved in accordance with Section 2.10, which decision shall be binding on the Board. (d) The Company expressly agrees and undertakes that, subject to Applicable Law, no Nominee Director shall be liable for any default or failure of the Company in complying with the provisions of any Applicable Law, including but not limited to, defaults under the Act, taxation and labour laws of India, unless otherwise finally held by a competent court in India. Subject to the provisions of Section 197 of the Act, the Company shall indemnify and hold harmless to the maximum extent permitted by Applicable Law, each Nominee Director from and against any and all threatened pending or completed actions, suits, claims or proceedings and any and all costs, damages, judgments, amounts paid in settlement and expenses or liabilities which such Director may directly or indirectly incur, suffer, and/or bear due to the failure of the Company to comply with any of the provisions of any Applicable Law, or this Section 2.06(d) or that are in any way related to, his or her activities or his or her position as a Director. (e) The reasonable costs incurred by each Director who is not an employee of the Company in attending a meeting of the Board or a committee or a General Meeting (including the reasonable costs of domestic travel and attendance of each Nominee Director) shall be reimbursed by the Company, at such rates as determined by the Board in accordance with Applicable Law.

PROCEDURES OF THE BOARD. (a) Subject to Applicable Law, the The Board shall meet at least once every quarter of each Financial Year and at least 4 (four) times every Financial Year, subject to an annual schedule and confirmation of the date of the next Board meeting at the previous Board meeting. (b) Written notice of each meeting of the Board Board, and an agenda setting out in detail the items of business proposed to be transacted at such meeting together with necessary information and supporting documents, shall be given to all the Directors and their alternates, if anyDirectors. Written notice of each meeting of a committee of the Board Board, and an agenda setting out in detail the items of business proposed to be transacted at such meeting together with necessary information and supporting documents, shall be given to all Directors on that committee and their alternates, if anycommittee. Written notice of a meeting and the materials to be provided under this Section 2.06(b2.03(b) shall be sent to the address notified from time to time by the Directors and their alternates, if any, at least twenty-one five (215) days Business Days in advance of such meeting; provided that where, exceptionally, the Board or a committee of the Board is required to make a decision in circumstances in which the foregoing notice requirements cannot be observed, a meeting of the Board or a committee of the Board such notice and information requirements may be convened at shorter notice in accordance waived with the provisions unanimous approval of the Act and with consent of a majority of the all Directors on the Board or on such committeeor, including each of the Nominee Directors, if appointed (in the case of a meeting of a committee, if each such Nominee Director has been appointed to such committee). Provided further that none committee of the matters listed at Section 2.10Board, may be discussed or decided upon by the Board at any meeting unless, the same has already been approved in accordance with Section 2.10, which decision shall be binding all Directors on the Boardthat committee. (c) An agenda setting out in detail the items of business proposed to be transacted at a meeting The Company shall not amend Section 4.11 or Article VI of the Board together with necessary information and supporting documents shall be circulated to each Company’s bylaws as in effect on the date hereof without the prior consent of the Directors and their alternates, if any. An agenda setting out in detail the items of business proposed to be transacted at a meeting of a committee of the Board together with necessary information and supporting documents shall be circulated to each of the Directors on that committee and their alternates, if anyInvestors. The agenda, information and documents Company shall be circulated at least twenty-one (21) days prior to the date of the relevant meeting; provided that where, exceptionally, the Board or a committee of the Board is required to make a decision in circumstances in which the foregoing notice requirements cannot be observed, such requirement to circulate agenda information and documents may be waived subject to Applicable Law and enter into an indemnification agreement with the consent of a majority of the Directors on the Board or on such committee, including each of the Nominee Directors, if appointed (in the case of a meeting of a committee, if each such Nominee Director has been appointed to such committee). Unless waived in writing by each Nominee Director (that has been appointed) and another Director, any item not included in the agenda of a meeting shall not be considered or voted upon at that meeting of the Board. Provided that notwithstanding anything stated herein, none of the matters listed at Section 2.10, may be discussed or decided upon by the Board at any meeting unless, the same has already been approved in accordance with Section 2.10, which decision shall be binding on the Board. (d) The Company expressly agrees Board shall maintain a director remuneration and undertakes that, subject expense reimbursement policy providing for the payment of directors’ fees and reimbursement of expenses to Applicable Law, no Nominee any Director who is not an employee of the Company. Such policy shall be liable for include reimbursement of the reasonable expenses incurred by such Directors: (i) in attending a board or committee meeting or a General Meeting or any default or failure other meeting which the Director is requested to attend in his capacity as a Director of the Company in complying with (including the provisions reasonable costs of any Applicable Law, including but not limited to, defaults under the Act, taxation travel and labour laws attendance of India, unless otherwise finally held by a competent court in India. Subject to the provisions of Section 197 of the Act, the Company shall indemnify and hold harmless to the maximum extent permitted by Applicable Law, each an Investors’ Nominee Director from or Investors’ Observer); and against any and all threatened pending (ii) in obtaining independent legal or completed actions, suits, claims or proceedings and any and all costs, damages, judgments, amounts paid professional advice in settlement and expenses or liabilities which such Director may directly or indirectly incur, suffer, and/or bear due to the failure furtherance of the Company to comply with any of the provisions of any Applicable Law, or this Section 2.06(d) or that are in any way related to, his or her activities or his or her position duties as a Director. (e) The reasonable costs incurred If any action is to be taken by each Director who is not an employee of the Company in attending a meeting written consent of the Board (or a committee or thereof) in lieu of a General Meeting (including meeting, the reasonable costs Company shall circulate, together with the proposed written consent, the information it determines in good faith is necessary to enable the Directors to make a fully-informed, good faith decision with respect to such the matter(s) that are the subject of domestic travel such consent, and attendance of the Company shall provide each Nominee Director) shall be reimbursed by Director such additional information as any Director may reasonably request with respect to the Company, at such rates as determined by the Board in accordance with Applicable Lawmatter being considered.