Phoenix Mills Limited Vs

Sr.

No.",Activity

,(A) Prior to the meeting

1.,"To avail the VC / OAVM facility of Service Providers (NSDL/CDSL) for conducting meeting. Care should be taken to cover following points:

• Meeting through VC / OAVM facility should allow two ways teleconference or WebEx facility to shareholders.

• Participants should be allowed to post questions concurrently or given time to submit questions in advance ( at least 10 days before meeting) on the e-mail address of the Company.

• The large shareholders (holding 2% or more), promoters, institutional investors, directors, KMPs, Chairperson of Audit Committee, NRC, SC, auditors should be allowed to attend the meeting without restriction.

2.,"Before dispatch of Notice, a newspaper advertisement to be published as per direction of NCLT atleast one in vernacular newspaper in the principal vernacular language of the district in which registered office of the Company is situated and having a vide circulation in that district and atleast once in English language in an English newspaper having a wide circulation in that district, preferably both newspaper having electronic editions.

3.,"Newspaper Advertisement should cover the following:

• Statement that the meeting will be convened through VC / OAVM in compliance with applicable provisions of the Act read with this circular.

• The date and time of meeting through VC or OAVM.

• Availability of notice of the meeting on the website of the Company.

• The manner in which members who are holding shares in physical form or who have not registered their e-mail ids with the Company can cast their votes through remote e-voting or through the evoting system during the meeting.

• the manner in which the persons who have not registered their email addresses with the company can get the same registered with the company;

• any other detail considered necessary by the company

4.,To dispatch the Notice to the Shareholders

5.,"To share the participant link to the following:

Chairman appointed by NCLT

Company Secretary

6.,To share the link to speaker shareholders for attending the meeting.

,(B) On the date of Meeting:

7.,"The facility for joining the Meeting shall be kept open atleast 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.

8.,To hold the Meeting at scheduled time.

9.,"The members who are present at the Meeting and have not cast their votes through remote e-voting shall be allowed to cast their votes through evoting at the meeting. the expiry of 15 minutes after such scheduled time.,

The Applicant Company shall provide helpline number of the technology provider to the Members / equity shareholders in the Notice of the, meeting to be served on them in case the members have difficulties in logging into the meeting.,

The value and number of shares of each member shall be in accordance with the respective books/register of the Transferee Company depository, records or books of accounts and where the entries in the books/register/depository records or books of accounts are disputed, the Chairperson for the", meeting shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf shall be final.,

The Chairperson shall file an affidavit not less than 7 (seven) days before the date fixed for the holding of the meeting and to report to the Tribunal, that the directions regarding the issue of notices and advertisements have been duly complied with as per Rule 12 of the Companies (Compromises,", Arrangements and Amalgamations) Rules, 2016.",

The Chairperson to report to the Tribunal, the result of the aforesaid meeting within 10 (ten) days of the conclusion of the meeting, and the said", report shall be verified by his Affidavit as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the Fee", fixed for the Chairman Dr. Haresh B. Shah is Rs 2 Lakhs excluding all taxes.,

That the Scrutinizer for the Meeting of the Equity Shareholders shall be Mr. Himanshu Kamdar (Membership No. FCS-5171), Partner of M/s.", Rathi & Associates, Practicing Company Secretary, and the fee is as mutually agreed between the Applicant Company and scrutinizer.",

The Applicant Company is directed to serve notices along with copy of scheme upon: - (i) Income Tax Authorities i.e. Income-Tax ward: ACIT,", Central Circle 8(4), Aaykar Bhavan, Maharshi Karve Road, Churchgate, Mumbai, Maharashtra 400020 of the Applicant Company having PAN", AAACP3325J (ii) the Central Government through the office of Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai and (iii)", Registrar of Companies, Mumbai, (iv) Securities and Exchange Board of India, (v) Stock Exchanges and any other concerned regulatory authority.",