 

attached to any class or classes of shares, whether by virtue of terms of issue or
otherwise on account of any of the provisions of the Act or rules and other
applicable regulations —

(i) every member of a company limited by shares and holding equity share
capital therein, shall have a right to vote on every resolution placed before
the company;

(ii) ona show of hands, every member present in person shall have one vote;
and

(iii) his voting right on a poll shall be in proportion to his share in the paid-up
equity share capital of the company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2) A member may exercise his vote at a meeting by electronic means in accordance with | Voting through
the Act and shall vote only once. electronic means

(3) In the case of joint holders, the vote of the senior who tenders a vote, whether in person | Vote of joint
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. | holders

(4 _| For this purpose, seniority shall be determined by the order in which the names stand | Seniority of
in the register of members. names

(© | A member of unsound mind, or in respect of whom an order has been made by any | Members non
court having jurisdiction in lunacy, may vote, whether on a show of hands or ona poll, | compos mentis
by his committee or other legal guardian, and any such committee or guardian may,
ona poll, vote by proxy.

(©) __| Ifany member be a minor, the vote in respect of his share or shares shall be by his | Voting rights in
guardian or any one of his guardians. case of a minor

(7) _ | Any business other than that upon which a poll has been demanded may be proceeded | Business may
with, pending the taking of the poll. proceed pending

poll

(8) No member shall be entitled to vote at any general meeting unless all calls or other | Restriction on
sums presently payable by him in respect of shares in the Company have been paid or | voting rights
in regard to which the Company has exercised any right of Lien as per Section 106 of
the Act. Save as aforesaid, a member may not be entitled to voting rights on certain
relations such as those for approving related party transactions as may be necessitated
by Applicable laws.

(9) A member is not prohibited from exercising his voting on the ground that he has not | Restriction on
held his share or other interest in the Company for any specified period preceding the | exercise of voting
date on which the vote is taken, or on any other ground not being a ground set out in | rights in other
the preceding Article. cases to be void

(0) | Any member whose name is entered in the register of members of the Company shall | Equal rights of
enjoy the same rights and be subject to the same liabilities as all other members of the | members
same Class.

PROXY
18 | (1) Any member entitled to attend and vote at a general meeting may do so either | Member may vote
personally or through another person as a proxy on his behalf, for that meeting. in person or
otherwise

(2) The instrument appointing a proxy and the power-of attorney or other authority, if any, | Proxies when to
under which it is signed or a notarised copy of that power or authority, shall be | be deposited
deposited at the registered office of the Company not less than 48 hours before the
time for holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, and in default the instrument of proxy shall not be treated
as valid.

(3) _| An instrument appointing a proxy shall be in the form as prescribed in the Rules. Form of proxy

(4) ___| A vote given in accordance with the terms of an instrument of proxy shall be valid, | Proxy to be valid

 

 

notwithstanding the previous death or insanity of the principal or the revocation of the
proxy or of the authority under which the proxy was executed, or the transfer of the
shares in respect of which the proxy is given.

 

notwithstanding
death of — the
principal

 

384

 
