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Penguin Limited (PL) has Class A and Class B ordinary shares, with 80 million shares of Rs. 10 each and 15 million shares of
Penguin Limited (PL) has Class A and Class B ordinary shares, with 80 million shares of Rs. 10 each and 15 million shares of Rs. 20 each respectively. PL issued a notice to its members and published it in various newspapers, announcing an extraordinary general meeting (EOGM) scheduled for 7 March 2024. The meeting considered a proposal to revise the terms of a long-term advance given to Kiwi Limited (KL), which includes extending the grace period for installments by an additional six months and reducing the interest rate by 2%. This proposal was put forward by Faiz Ahmed, a director at PL, who also serves as a non-executive director at KL. During the EOGM, following an initial show of hands, a member attending remotely demanded a poll on the resolution. The Chairman then ordered that the poll be conducted via a secret ballot the next week. Subsequently, a director raised the following questions regarding the Chairman's decision and the polling process: (a) Is the Chairman justified in ordering the poll through a secret ballot, and when will the results of the poll be implemented? (b) What is the total voting power for each class of shares and for the company as a whole? What is the minimum number of votes required to pass the proposed resolution, assuming that only Class A shareholders have attended the poll? (d) What steps must be complied with in respect of the resolution if members vote in favour of the resolution during the poll?
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