Procedure for Issue of Equity Shares with Differential Voting Rights

1. Check whether the Articles of Association of the company authorizes the issue of equity shares with differential rights and if not, the name and the Articles of Association of the company.

2. Hold the Board meeting to issue the notice of general meeting for issuance of equity share with

differential rights.

3. Before issuing equity shares with differential rights as to dividend, voting or otherwise, ensure that the conditions of issue are fully satisfied

4. If the company is listed with any of the recognized stock exchanges, then within 15 minutes of the closure of the aforesaid Board Meeting intimate to the concerned Stock Exchange about taken at the Board Meeting.

5. Pass the ordinary resolution in the general meeting or through Postal Ballot under section 110 of the act.

6. Once the company makes any allotment, then it shall, within 30 days thereafter, file with the Registrar a return allotment in Form PAS-3, along with the fees as specified in the Companies

(Registration Offices and Fees) Rules, 2014.

7. The company shall not convert its existing equity share capital with voting rights into equity share capital carrying differential voting rights and vice–versa.

8. In the case of a listed company, send copies of the notice and a copy of the proceedings of the general meeting to the stock exchange within 24 hours of the occurrence of the event. [Regulation 30 (6) of SEBI (Listing Obligations and Disclosure Requirements), 2015]

9. Complete all other proceedings for the issue of the certificate of shares with differential voting rights making necessary entries in various registers. In case of a company whose shares are dematerialized form, inform the depositories about the same for credit to the respective accounts.

11. Intimate the details of allotment of shares to the Depository immediately on allotment of such shares.

12. Maintain the Register of Members under section 88 containing all the relevant particulars of the shares so issued along with details of the shareholders.

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