Diwanji & Co., a listed company has thirteen Directors. Out of thirteen directors, ten directors have given their general consent, at the beginning of the financial year. i.e., in the month of April, to give Notes on

Normally the Notes on each item of business included in the Agenda of a Board Meeting shall be given to the Directors at least seven days before the date of the Meeting (or a longer period if specified in the Articles). On items of business which are in the nature of Unpublished Price Sensitive Information (UPSI), the Notes may be given at a shorter period of time than stated above with the consent of a majority of the Directors, which shall include at least one Independent Director, if any. If no Independent Director is present, decisions taken at such a Meeting shall be circulated to all the Directors and shall be final only on ratification thereof by at least one Independent Director, if any. In case the company does not have an Independent Director, the decisions shall be final only on ratification thereof by a majority of the Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company. In the present case, if two new Directors are appointed, consent from the new Director to circulate Agenda items which are in the nature of UPSI at a shorter Notice may be obtained individually. If both of the new Directors give their consent, no fresh consent from the Board would be needed. However, in case, any new Director dissents or does not give his consent, fresh consent should be taken from the majority of the enlarged Board.