Definition of the standard terms for the meeting

The following terms are used in this Standard with the meaning specified:

“Act” means the Companies Act, 1994 (Act No.18 of 1994), or any statutory modification or re-enactment thereof and includes any Rules and Regulations framed thereunder.

”Article or Articles” means the Articles of Association of a company, as originally framed or as altered from time to time, including, where they apply, the Regulations contained in the Tables in Schedule I to the Act.

“Board” or “Board of Directors” means the Board of Directors of a company.

“Chairman” means the Chairman of the Board or the Chairman appointed or elected for a Meeting.

“Member” means any person who agrees, either by subscribing to the Memorandum of Association of the company or by applying in writing, to become a Member of the company and whose name is entered either in the Register of Members of the company or in the records of the depository as a beneficial owner in respect of the equity shares of the company held by him.

“Meeting” or “General Meeting” or “Extra-Ordinary General Meeting” means a Meeting of Members duly convened by the Board or on the requisition of Members.

 “Ordinary Business” means business to be transacted at an Annual General Meeting relating to (i) the consideration of the accounts, balance sheet and the reports of the Board of Directors and Auditors; (ii) the declaration of a dividend; (iii) the appointment of Directors in the place of those retiring; and (iv) the appointment of, and the fixing of the remuneration of, the Auditors.

”Ordinary Resolution” means a Resolution when, at a General Meeting of which the Notice required under the Act has been duly given, the votes cast (whether on a show of hands or on a poll) in favour of the Resolution (including the casting vote, if any, of the Chairman) exceed the votes, if any, cast against the Resolution by Members entitled to vote thereon either in person or, where proxies are allowed, by Proxy.

”Proxy” means an instrument in writing signed by a Member, authorizing another person, whether a Member or not, to attend and vote on his behalf at a Meeting and also means the person so appointed by a Member.

“Quorum” means the minimum number of Members whose presence is necessary for a Meeting.

“Special Business” means business other than the Ordinary Business to be transacted at an Annual General Meeting and all business to be transacted at any other General Meeting.

“Special Resolution” means a Resolution in respect of which (a) the intention to propose the Resolution as a Special Resolution has been duly specified in the Notice calling the Meeting or other intimation of the Resolution has been given to the Members; (b) the Notice required under the Act has been duly given of the Meeting; and (c) the votes cast in favour of the Resolution (whether on a show of hands or on a poll) are not less than three times the number of the votes, if any, cast against the Resolution by Members entitled to vote thereon either in person or, where proxies are allowed, by Proxy. Words and expressions used herein and not defined shall have the meaning respectively assigned to them under the Act.

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