Procedure for Voting by means of Postal Ballot

With the enactment of Companies Act 2013, voting by postal ballot is now option.

Procedure:

(1)   Where a company is required or decides to pass any resolution by way of postal ballot, it shall send a notice to all the shareholders, along with a draft resolution explaining the reasons thereof and requesting them to send their assent or dissent in writing on a postal ballot because postal ballot means voting by post or through electronic means within a period of thirty days from the date of dispatch of the notice.

 (2)   The notice shall be sent either (a) by Registered Post or speed post, or (b) through electronic means like registered e-mail id or (c) through courier service

 (3)   An advertisement shall be published at least once in a vernacular newspaper  and at least once in English language in an English newspaper about having dispatched the ballot papers and specifying various details as prescribed in the rules. 

(4)   The notice of the postal ballot shall also be placed on the website of the company 

(5)   The Board of directors shall appoint one scrutinizer, 

(6)   If a resolution is assented to by the requisite majority of the shareholders it shall be deemed to have been duly passed at a general meeting convened in that behalf. 

(7)   The scrutinizer shall submit his report within seven days after the last date of receipt of postal ballots;

(8)   The results shall be declared by placing it, along with the scrutinizer’s report, on the website of the company. 

(9)   The resolution shall be deemed to be passed on the date of at a meeting convened in that behalf.

Section 2 (65) provides “postal ballot” means voting by post or through any electronic mode.

Section 110 of the Companies Act, 2013 provides a mechanism for passing of resolution by postal ballot by, a company—

(i) shall, in respect of such items of business as the Central Government may, by notification, declare to be transacted only by means of postal ballot; and

(ii) may, in respect of any item of business, other than ordinary business and any business in respect of which directors or auditors have a right to be heard at any meeting, transact by means of postal ballot,

(iii) in such manner as may be prescribed, instead of transacting such business at a general meeting.

Applicability:

Class of companies for whom postal ballot is mandatory: Except OPC & other companies having upto 200 members, all other companies shall transact the items of business listed below only by means of voting through postal ballot.

The following items of business shall be transacted only by means of voting through a postal ballot (Section 110(1)(a) of the Act read with Rule 22(16) of Companies (Management and Administration) Rules, 2014).

(a) alteration of the objects clause of the memorandum;

(b) 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;

(c) change in place of registered office outside the local limits of any city, town or village;

(d) change in objects for which a company has raised money from public through prospectus and still has any unutilized amount;

(e) issue of shares with differential rights;

(f) variation in the rights attached to a class of shares or debentures or other securities;

(g) buy-back of shares;

(h) election of small shareholders director (applicable to listed company);

(i) sale of the whole or substantially the whole of an undertaking;

(j) giving loans or extending guarantee or providing security in excess of the limit (specified under sub-section (3) of section 186)