Meetings of board of directors

(1) Meetings of the board of directors of a private company shall be held as mentioned in the articles of association.

(2) Meetings of the board of directors of a public company shall be held at least six times in a year.

Provided, however, that the interval between any two meetings shall not exceed three months.

(3) The directors shall be present in personal meetings of the board of directors of a company. The presence of the proxy of a director in his/her stead shall not be held valid.

(4) No meeting of the board of directors shall be held unless it is attended by at least fifty one percent of the total number of directors of the company.

Provided, however, that any director who is not entitled to take part any matter to be discussed in a meeting of the board of directors under this Act shall not be counted for the purposes of this subsection.

(5) If a meeting of the board of directors cannot be held because of the lack of presence of directors in the number mentioned in Subsection (4), another meeting may be called by giving a notice of at least three days. Even if such meeting is not attended by the directors in the number mentioned in Sub-section (4), the proceedings and decisions conducted and made by the attending directors shall be valid.

(6) The decision of a majority in a meeting of the board of directors shall be binding, and in the event of a tie, the Chairperson may exercise the casting vote, in addition to a vote cast by him/her as a director.

Provided, however, that any director who has any personal concern or interest in any matter to be discussed in a meeting of the board of directors shall not be entitled to take part in such discussion and vote on the matter.

(7) Minutes regarding the names of directors present in the meeting of the board of directors, the subjects discussed and the decisions taken thereon shall be recorded in a separate book, and such minute book shall be signed by at least fifty one percent of the total directors present in the meeting.

Provided, however, that, if any director puts forward any opinion opposed too or differing from the decision in the course of discussions on any subject in a meeting, he/she may mention the same in the minute book.

(8) Any decision shall not be deemed invalid merely for the reason that there is no signature of any member.

(9) Notwithstanding anything contained in Sub-section (3), (4), (5) and (6),except in the cases that are so expressly prohibited by the memorandum of association or articles of association, if all the members of the board of directors or a sub-committee of directors so consent in writing in regard to any act or resolution permitted to be done or adopted by the board of directors or such sub-committee, such act may be done even without holding a meeting by recording such consent in the minute book.

(10) The consent referred to in Sub-section(9) shall be deemed to be a decision of a meeting of board of directors