16.3 Board Approval

The Board shall:

(a) identify the businesses to be transacted through postal ballot;

(b) approve the Notice of postal ballot incorporating proposed Resolution(s) and explanatory statement thereto;

(c) authorise the Company Secretary or where there is no Company Secretary, any Director of the company to conduct postal ballot process and sign and send the Notice along with other documents ;

(d) appoint one scrutiniser for the postal ballot.

The scrutiniser may be a Company Secretary in Practice, a Chartered Accountant in Practice, a Cost Accountant in Practice, an Advocate or any other person of repute who is not in the employment of the company and, who can in the opinion of the Board, scrutinise the postal ballot process in a fair and transparent manner.

The scrutiniser shall however not be an officer or employee of the company.

The scrutiniser so appointed may take assistance of a person who is not in employment of the company and who is well-versed with the e-voting system. Prior Consent to act as a scrutiniser shall be obtained from the scrutiniser and placed before the Board for noting.

(e) appoint an Agency in respect of e-voting for the postal ballot;

(f) decide the record date for reckoning Voting Rights and ascertaining those Members to whom the Notice and postal ballot forms shall be sent.

Only Members as of the record date shall be entitled to vote on the proposed Resolution by postal ballot.

(g) decide on the calendar of events.

(h) authorise the Chairman or in his absence, any other Director to receive the scrutiniser’s register, report on postal ballot and other related papers with requisite details.

The scrutiniser is required to submit his report within seven days from the last date of receipt of postal ballot forms.