3. Quorum
3.1 Quorum shall be present throughout the Meeting. Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.
3.2 A Director shall not be reckoned for Quorum in respect of an item in which he is interested and he shall not be present,
whether physically or through Electronic Mode, during discussions and voting on such item.
For this purpose, a Director shall be treated as interested in a contract or arrangement entered into or proposed to be entered into by the company:
(a) with the Director himself or his relative; or
(b) with any body corporate, if such Director, along with other Directors holds more than two percent of the paid-up share capital of that body corporate, or he is a promoter, or manager or chief executive officer of that body corporate; or
(c) with a firm or other entity, if such Director or his relative is a partner, owner or Member, as the case may be, of that firm or other entity.
3.3 Directors participating through Electronic Mode in a Meeting shall be counted for the purpose of Quorum, unless they
are to be excluded for any items of business under the provisions of the Act or any other law.
Any Director participating through Electronic Mode in respect of restricted items with the express permission of Chairman shall however, neither be entitled to vote nor be counted for the purpose of Quorum in respect of such restricted items.
The 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 and in meetings of Audit Committee for the consideration of annual financial statement including consolidated financial statement, if any, to be approved by the Board.