Procedure to conduct EGM through VC/OAVM

The company shall ensure that the facility allows two-way teleconferencing or webex.

Before scheduling the meeting, the company shall keep in mind the convenience of different persons positioned in different time zones.

• Disclosures in regards to the framework available to the members as per the circular;
• Clear instructions on how to access and participate in the meeting;
• Helpline number to assist shareholders regarding the use of the technology before or during the meeting.

The copy of the notice shall be prominently displayed on the website of the company and also duly intimated to the stock exchanges, in case of a listed company.

In case a notice of meeting has been served prior to the circular, the company may adopt the framework provided in the circular by obtaining consent from members as per Section 101(1) of Companies Act, 2013 and issuing a fresh notice of shorter duration with requisite disclosures and information.

However, this shall not be applicable to members under Section 112 and Section 113 which means that they can appoint representatives for the purpose of voting and participation in the meeting.

Shareholders holding 2% or more shares;

Promoters;

Institutional Investors;

Directors;

Key Managerial Personnel;

Chairpersons of Audit Committee;

Chairpersons of Nomination and Remuneration Committee;

Chairpersons of Stakeholder Relationship Committee;

Auditors, etc.

At least one Independent Director, if applicable on the company;

Auditor of the Company;

In the absence of auditor, the authorized representative of the auditor who is qualified to be an auditor.

Also, Company can give time to participants to submit their questions in advance on the e-mail address of the company.

OPEN – 15 minutes before the scheduled time to start the meeting

CLOSE – After expiry of 15 minutes after the start of the meeting

If such Chairperson is not available the Chairperson for the meeting shall be appointed in the following manner:

• Where there are less than 50 members present at the meeting, the Chairperson shall be appointed in accordance with Section 104 of the Act;
• In all other cases, the Chairperson shall be appointed by e-voting.

If such Chairperson is not available the Chairperson for the meeting shall be appointed in the following manner:

• Where there are less than 50 members present at the meeting, the Chairperson shall be appointed in accordance with Section 104 of the Act;
• In all other cases, the Chairperson shall be appointed through e-mail.

• Members present at the meeting is less than 50:

Voting may be conducted through e-voting or show of hands.

In case of demand for poll, the voting shall be done by e-voting.

• In all other cases:

Voting shall be conducted through e-voting.

• Members present at the meeting is less than 50:

Voting may be conducted through e-voting or show of hands.

In case of demand for poll, the voting shall be done by e-mail.

• In all other cases:
• Voting shall be conducted by poll.

• Poll will take place by way of email given by the company.
• The company shall provide a designated email address to all members at the time of sending the notice of meeting;
• The confidentiality of the password and other privacy issues associated with the designated email address shall be strictly maintained by the company at all times;
• Due safeguards concerning the authenticity of email address(es) and other details of the members shall also be taken by the company;
• During the meeting, where a poll on any item is required, the members shall cast their vote on the resolutions only by sending emails through their email addresses which are registered with the company. The said emails shall only be sent to the designated email address circulated by the company in advance;
• In case the counting of votes requires time, the said meeting may be adjourned and called later to declare the result.

In the case of a public company, such transcripts shall also be made available on the website of the company.