Common use of Meetings of Board; Quorum Clause in Contracts

Meetings of Board; Quorum. (a) The Board shall hold no less than (i) one meeting every three calendar months and (ii) four meetings in any given Financial Year. Such meetings shall be held at the Company’s registered office or such other place as the Board may from time to time determine. No less than fifteen (15) calendar days’ prior written notice of every meeting of the Board shall be given to every Director of the Board; provided, however, that, any given meeting of the Board may be held upon shorter notice if all the Directors waive such notice period. Such notice shall be accompanied by the agenda setting out the business proposed to be transacted at such meeting of the Board. Any Director may request the Chairman to call a meeting of the Board. Upon such request, the Chairman shall call a meeting of the Board. (b) The company secretary shall maintain a minute book recording the minutes of each meeting of the Board. Copies of the minutes of each such meeting shall be delivered to each member of the Board as soon as practicable. If a member is not present at any Board meeting, copies of all documents considered by the Board at such meeting shall be promptly delivered to him with a copy of the relevant minutes. (c) To the extent permissible by Applicable Law, any Director may participate in a Board meeting by means of a telephone or video conference. (d) Notwithstanding any other provisions of this Section 5, a resolution in writing signed by all Directors (which resolution may consist of several counterparts) shall be as valid and effective as if it had been adopted by a duly convened meeting of the Board. (e) The presence in person of at least three (3) Directors on the Board shall be required to constitute a quorum at a meeting of the Board or committee thereof; provided, however, that no quorum shall exist unless one (1) Director nominated by SAIF, one (1) director nominated by GSHS and one (1) director nominated by the Network18 Group are present. In the absence of a quorum, the meeting of the Board or committee thereof shall be adjourned by the Directors present and shall be reconvened fourteen (14) calendar days thereafter on the same day, time and place. At any such adjourned meeting, subject to Section 5.7(b) and provided that a due notice of such adjourned meeting has been given, the presence in person of at least three (3) Directors on the Board shall be required to constitute a quorum. (f) Each Director on the Board shall have only one vote. The Chairman of the Board shall not have a second or casting vote. The Chairman shall be a Director nominated by the Shareholder holding the largest percentage interest in the Equity Share capital of the Company on a fully diluted basis.

Meetings of Board; Quorum. (a) The Board shall hold no less than (i) one meeting every three calendar months and (ii) four meetings in any given Financial Yearfinancial year. Such meetings shall be held at the Company’s registered office or such other place as the Board may from time to time determine. No less than fifteen (15) calendar days’ prior written notice of every meeting of the Board shall be given to every Director of the Board, whether such Director is based or located in India or abroad; provided, however, that, any given meeting of the Board may be held upon shorter notice if all the Directors waive such notice period. Such notice shall be accompanied by the agenda setting out the business proposed to be transacted at such meeting of the Board. Any Director may request the Chairman to call a meeting of the Board. Upon such request, the Chairman shall call a meeting of the Board. (b) The company secretary shall maintain a minute book recording the minutes Minutes of each meeting of the BoardBoard shall be taken and kept by the company secretary in the books of the Company. Copies of the minutes of each such meeting shall be delivered to each member of the Board as soon as practicable. If a member is not present at any Board meeting, copies of all documents considered by the Board at such meeting shall be promptly delivered to him with a copy of the relevant minutes. (c) To the extent permissible by Applicable Law, any Director may participate in a Board meeting by means of a telephone or video conference. (d) Notwithstanding any other provisions of this Section 54, a resolution in writing signed by all Directors (which resolution may consist of several counterparts) shall be as valid and effective as if it had been adopted by a duly convened meeting of the Board. (e) The presence in person of at least three (3) Directors on the Board shall be required to constitute a quorum at a meeting of the Board or committee thereof; provided, however, that no quorum shall exist unless one (1) Director nominated by SAIF, one (1) director nominated by GSHS and one (1) director nominated by the Network18 TV18 Group are present. In the absence of a quorum, the meeting of the Board or committee thereof shall be adjourned by the Directors present and shall be reconvened fourteen (14) calendar days thereafter on the same day, time and place. At any such adjourned meeting, subject to Section 5.7(b) and provided that a due notice of such adjourned meeting has been given, the presence in person of at least three (3) Directors on the Board shall be required to constitute a quorum. (f) Each Director on the Board shall have only one vote. The Chairman of the Board shall not have a second or casting vote. The Chairman shall be a Director nominated by the Shareholder holding the largest percentage interest in the Equity Share capital of the Company on a fully diluted basis.Section

Meetings of Board; Quorum. (a) The Board shall hold no less than (i) one meeting every three calendar months and (ii) four meetings in any given Financial Yearfinancial year. Such meetings shall be held at the Company’s registered office in Mauritius or such other place as the Board may from time to time determine. No less than fifteen (15) 15 calendar days’ prior written notice of every meeting of the Board shall be given to every Director of the Board; provided, however, that, any given meeting of the Board may be held upon shorter notice if all the Directors waive such notice period. Such notice shall be accompanied by the agenda setting out the business proposed to be transacted at such meeting of the Board. Any Director may request the Chairman to call a meeting of the Board. Upon such request, the Chairman shall call a meeting of the Board. If such meetings are held in Mauritius, all expenses and costs incurred for such meetings by the Directors shall be borne by the Company. (b) The company secretary shall maintain a minute book recording the minutes Minutes of each meeting of the BoardBoard shall be taken and kept by the company secretary in the books of the Company or the Subsidiary, as the case may be. Copies of the minutes of each such meeting shall be delivered to each member of the Board as soon as practicable. If a member is not present at any Board meeting, copies of all documents considered by the Board at such meeting shall be promptly delivered to him with a copy of the relevant minutes. (c) To the extent permissible by Applicable Law, any Director and any observer may participate in a Board meeting by means of a telephone or video conference. (d) Notwithstanding any other provisions of this Section 54, a resolution in writing signed by all Directors (which resolution may consist of several counterparts) shall be as valid and effective as if it had been adopted by a duly convened meeting of the Board. (e) The presence in person of at least three six (36) Directors on the Board shall be required to constitute a quorum at a meeting of the Board or committee thereof; provided, however, that no quorum shall exist unless two (2) Mauritian resident Independent Directors, one (1) Director nominated by SAIF, one (1) director Director nominated on the Board by GSHS and Helion, one (1) director Director nominated on the Board by Sierra, and the Chief Executive Officer of the Company and/or any Subsidiary nominated on the Board by the Network18 Group are Founders is present. In the absence of a quorum, the meeting of the Board or committee thereof shall be adjourned by the Directors present and shall be reconvened fourteen (14) calendar 14 days thereafter on the same dayday of the week, time and place. At any such adjourned meeting, subject to Section 5.7(b) 4.7(b), and provided that a due notice of the quorum at such adjourned reconvened meeting has been given, shall be the presence in person of at least three five (35) Directors on the Board which shall include at least two (2) Mauritian resident Independent Directors, one (1) Director nominated by SAIF, the Chief Executive Officer of the Company, and one (1) Director nominated on the Board by Helion or Sierra shall be required to constitute a quorum. (f) Each Director on the Board shall have only one vote. The Chairman of the Board shall not have a second or casting vote. The Chairman shall be a Director nominated by the Shareholder holding the largest percentage interest in the Equity Share share capital of the Company on a fully diluted basis. For the purpose of this Section 4.6(f), the Founders and Travogue shall collectively be considered as one Shareholder and the Securities of the Company held by the employees of the Company and the employees of the Subsidiaries on a fully diluted basis shall be included while computing the percentage interest of the Founders and Travogue.