12. (1) The meetings of the Board shall be held at such times and at such places as may be prescribed by regulations: Provided that a meeting may be otherwise convened by the Chairman when he so thinks fit. (2) To constitute a quorum at a meeting of the Board, the number of Directors present shall be ¹[four if the Board consists of nine Directors and three if the Board consists of less than nine Directors.] (3) At a meeting of the Board each Director shall have one vote, and in the event of equality of votes, the Chairman shall have a second or casting vote. (4) No Director shall vote on any matter in which he is directly or indirectly interested. ²[(5) If for any reason the Chairman is unable to be present at a meeting of the Board, a Director, other than the Managing Director, chosen by the Directors present shall preside over the meeting.]