Directors shall not participate through Electronic Mode in the discussion on
certain restricted items, unless expressly permitted by the Chairman. Such
restricted items of business include approval of the annual financial statement,
Board’s report, prospectus and matters relating to amalgamation, merger,
demerger, acquisition and takeover. Similarly, participation in the discussion
through Electronic Mode shall not be allowed in Meetings of the Audit Committee
for consideration of annual financial statement including consolidated financial
statement, if any, to be approved by the Board, unless expressly permitted by
the Chairman.
Supplementary Notes on any of the Agenda Items may be circulated at or prior
to the Meeting but shall be taken up with the permission of the Chairman and
with the consent of a majority of the Directors present in the Meeting, which shall
include at least one Independent Director, if any.
Any item not included in the Agenda may be taken up for consideration with the
permission of the Chairman and with the consent of a majority of the Directors
present in the Meeting, which shall include at least one Independent Director, if
any.
In case of Director/s participating through Electronic Mode, the Chairman shall
confirm the attendance of such Directors. For this purpose, at the
commencement of the Meeting, the Chairman shall take a roll call. The Chairman
or Company Secretary shall request the Director participating through Electronic
Mode to state his full name and location from where he is participating and shall
record the same in the Minutes.
The Chairman shall guide the Board in accordance with well settled practices on
Corporate governance, particularly on matters such as categorisation of
directors, composition of Board, constitution of Audit, Nomination &
Remuneration, Stakeholders’ Relationship and Corporate Social Responsibility
Committees or such other statutory committees as may be required to be
constituted inter alia changing the nomenclature and / or terms of reference, from
time to time, Board / Committee / General meeting procedures, disclosure by
directors etc.
The Chairman shall convene meetings of Board and take the chair at all such
meetings.
The Chairman must be ready, willing and able to intervene decisively as and
when necessary. The chairman should further ensure that the views of all
directors are heard and not subdued by the conduct of others during deliberations
and that board meetings achieve the purposes for which they are intended, and