CIRCULAR ON PASSONG OF ORDINARY& SPECIAL RESOLUTION

In view  of the extraordinary circumstances due to pandemic caused by Covid-19 prevailing in the Country, requiring social distancing, companies are requested to take all decisions of urgent nature or unavoidable special businesses requiring  approval of members, other than items of ordinary business or a business where any person has a right to be heard, through the mechanism of the postal ballot evoting in accordance with the provisions of the Act and Rules made thereunder without hold a General meeting, which requires physical Presence of members at a common venue.

Procedure to be adopted by the Companies in case of holding an extraordinary General Meeting is  considered avoidable the following procedure needs to be adopted for conducting such a meeting on or before 30/6/2020 in addition to the requirement provided in the Act or Rules made thereunder.

A  For Companies which are required to provide the facility of e-voting under the Act, or any other Company which has opted for such facility

1 EGMs, wherever unavoidable, may be held through VC or OAVM and the recorded transcript of the same shall be maintained in the safe custody by the Company

In case of public Company, the recorded transcript of the meeting, shall also made available on the website(if any) of the Company

2 Time difference shall be kept in the mind before scheduled the meeting

3 Proper system for ease of participation

Meeting through VC or OAVM facility allows two way teleconferencing or webex for the ease of participation of members and the participants are allowed to pose questions concurrently or given time to submit questions in advance on the email address of the Company

Such facility must have a capacity to allow at least 1000 members to participate on a First-come-first served basis.

a  The large shareholders ie shareholders holding 2% or more shareholding

b  Promoters

c   Institunal Investors

d    Directors

e  key Mangerial personnel

g  the chairperson of Audit Committee,Nomination and remuneration Committee and stakeholder Relationship Committee

h  Auditors etc

May be allowed to attend the meeting without restriction on account of first come first served principle

4  Time limit for joining the meeting

The facility for joining the meeting shall be kept open at least 15 Minutes before the time scheduled to start the meeting and shall not be closed till the expiry of 15 minutes after such scheduled time

5 Facility for remote e-voting shall be provided in accordance with the act and rules

6 Only those members present in the meeting through VC or OAM facility and have not cast their vote on resolution through remote e-voting and are otherwise not barred from doing so, shall be allowed to vote through e-voting system or by show of hands in the meeting,

7  Manner for through the appointment of chairman for the meeting

Unless otherwise provided in the Article, the chairman of meeting shall be appointed in the following manner

a  Where there are less  50 members present at the meeting the chairman shall be appointment in accordance with section 104
b   In all other cases, the chairman shall be appointed by a poll conducting  through the e- voting  system during the meeting
8 Manner of conducting the meeting

a  where there are less than 50 members present at the meeting the voting may be conducting

either through the e-voting system

or by a show of hands

unless a demand for poll is made available in accordance with section 109 of the Act, in which case the voting shall be conducted through the e-voting system

b  in all other cases, the voting shall be conducted through e-voting system