Passing of Resolution through Postal Ballots- Company Law Provisions

1. PASSING OF RESOLUTION THROUGH POSTAL BALLOTS- COMPANY LAW PROVISIONS https://taxguru.in/company-law/passing-resolution-postal-ballots-company-law-provisions.html ‘Postal Ballot’ includes voting by shareholders by postal or electronic mode instead of voting personally by presenting for transacting businesses in a general meeting of the company. Provisions: Section 110 of the Companies Act, 2013 read with Rules 22 of Companies (Management and Administration) Rules, 2014 and Secretarial Standard-2 states about the provisions of Postal Ballot. Items to be transacted through Postal Ballot: 1. Alteration of the objects clause of the Memorandum 2. Alteration of Articles of Association in relation to insertion or removal of provisions which are required to be included in the Articles of a company in order to constitute it a private company 3. Change in place of Registered Office outside the local limits of any city, town or village 4. Change in objects for which a company has raised money from public through prospectus and still has any unutilized amount out of the money so raised 5. Issue of shares with differential rights as to voting or dividend or otherwise 6. Variation in the rights attached to a class of shares or debentures or other securities 7. Buy-back of shares by a company 8. Appointment of a Director elected by Small Shareholders 9. Sale of the whole or substantially the whole of an undertaking of a company or where the company owns more than one undertaking, of whole or substantially the whole of any of such undertakings 10. Giving loans or extending guarantee or providing security in excess of the limit specified u/s 186 11. Any other Resolution prescribed under any applicable law, rules or regulations One Person Company and Companies having not more than 200 members are not required to transact any business through postal ballot.

2. Items not to be transacted by means of Postal Ballot: 1. Any item in the nature of Ordinary Business 2. Any business in which directors or auditors have right to be heard at any meeting. Process of passing resolution through Postal Ballot: 1. Convening of Board Meeting: The Board meeting shall be conducted by giving seven days’ notice or shorter notice as the case may be, where following agendas are to be passed: business transacted through Postal Ballot Approval of notice of Postal Ballot Authorize Company Secretary or directors for signing of notice. Appointment of Scrutinizer who is not in the employment of the Company. Decide the cut-off date for reckoning voting rights. 2. Dispatch of Notice: A notice to be sent to all the shareholders by Registered Post or speed post or through electronic mode or through courier services for facilitating the communication of the assent or dissent of the shareholder to the resolution within a period of 30 days. Along with notice, draft resolution to be annexed. The notice of the postal ballot shall also be placed on the website of the Company after the notice is sent to the members and such notice shall remain on such website till the last date for receipt of the postal ballot from the members. 3. Publication of advertisement: An advertisement to be published once in vernacular language and in English language having wide circulation in the district where registered office of the Company is situated. It shall contains the following matter namely: a. a statement to the effect that the business is to be transacted by Postal Ballot which includes voting by electronic means b. the date of completion of dispatch of notices c. the date of commencement of voting (postal and e-voting) d. the date of end of voting (postal and e-voting) e. the statement that any Postal Ballot received from the member beyond the said date will not be valid and voting whether by post or by electronic means shall not be allowed beyond the said date f. a statement to the effect that members, who have not received Postal Ballot forms may apply to the company and obtain a duplicate thereof g. contact details of the person responsible to address the grievances connected with the voting by Postal Ballot including voting by electronic means h. day, date, time and venue of declaration of results and the link of the website where such results will be displayed.

3. 4. Receipt of Postal Ballot: Once the postal ballot is received back from the shareholders, after the receipt of assent or dissent of the shareholders in writing, it shall be kept at the safe custody of the scrutinizer, till the Chairman approves and signs the minutes. Any assent or dissent received after thirty days from the date of notice will be considered as if no reply has been received from the member. 5. Maintenance of register: The scrutinizer shall maintain the register either manually or electronically for recording the assent or dissent received from shareholders mentioning the particulars of name, address, folio number or client ID of the shareholder, number of shares held by them, nominal value of such shares, whether the shares have differential voting rights, if any, details of Postal Ballots which are received in defaced or mutilated form and Postal Ballot forms which are invalid. 6. Submission of report by Scrutinizer: The scrutinizer shall submit his report within seven days from the last date of receipt of postal ballot forms to the Chairman or a person authorized by him, who shall countersign the same and declare the result of the postal ballot on the date, time and venue specified in the Notice, with details of the number of votes cast for and against the Resolution, invalid votes and the final result as to whether the Resolution has been carried or not. 7. Declaration of results: The result of the voting with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not, along with the scrutinizer’s report shall be displayed for at least three days on the Notice Board of the company at its Registered Office and its Head Office as well as Corporate Office, if any, if such office is situated elsewhere, and also be placed on the website of the company, in case of companies having a website. 8. Passing or Resolution: The resolution shall be deemed to be passed in the general meeting if the assent of requisite majority is received. A Resolution passed by postal ballot shall not be rescinded otherwise than by a Resolution passed subsequently through postal ballot.