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

The Resolution is passed when it is approved by a majority of the Directors entitled to vote on the Resolution, unless not less than one-third of the total number of Directors for the time being require the Resolution under circulation to be decided at a Meeting. If any special majority or the affirmative vote of any particular Director or Directors is specified in the Articles, the Resolution shall be passed only with the assent of such special majority or such affirmative vote of the particular Director(s). The Resolution, if passed, shall be deemed to have been passed on the earlier of: the last date specified for signifying assent or dissent by the Directors, or the date on which assent has been received from the required majority, Provided that on that date the number of Directors, who have not yet responded on the resolution under circulation, along with the Directors who have expressed their desire that the resolution under circulation be decided at a Meeting of the Board only, shall not be one third or more of the total number of Directors; and shall be effective from that date, if no other effective date is specified in such Resolution. The Directors shall signify their assent or dissent by signing the Resolution to be passed by circulation or by e-mail or any other electronic means. In case a Director does not respond on or before the last date specified for signifying assent or dissent, it shall be presumed that the said Director has abstained from voting. If the approval of the majority of Directors entitled to vote is not received by the last date specified for receipt of such approval, the Resolution shall be considered as not passed. In the present case, the majority of the Directors have signified their assent. However, the Resolution shall not be considered as passed until the stipulated last date has expired, or, if ahead of the said date, three more Directors have also signified their assent/dissent so that the possibility of 1/3rd asking for a physical Meeting is no longer possible.