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Duties of Scrutinizer Under Companies Act, 2013 (Postal Ballot)

December 21, 2016     by Srishti Bathla

 

 

Postal Ballot (Section 110, Rule 22 of the Companies (Management and Administration) Rules, 2014.
Applicability of Section 110 Postal Ballot is applicable on all the Companies having 200 or more members. Therefore, private companies and OPC lies outside the purview of section 110.
MEANING OF POSTAL BALLOT
Postal Ballot includes E-voting Postal Ballot includes:

  • Voting through Postal Ballot Paper, and
  • Electronic Voting
Reply from the Shareholders within 30 days Voting process, either by Postal ballot paper or electronically, is open for 30 days from the date of dispatch of notice.
BUSINESS THAT NEEDS TO BE TRANSACTED ONLY THROUGH POSTAL BALLOT
  • Alteration of object clause of the MOA/ main object of MOA
  • Alteration of AOA
  • Change in place of Registered Office
  • Change in objects for which company has raised money from public and such money is unutilized
  • Issue of shares with differential rights as to voting/dividend
  • Variation in rights attached to a class of shares/ debentures/ other securities.
  • Buy-back of shares
  • Appointment of a director elected by shareholders
  • Sale of whole/ substantial part of an undertaking
  • Giving loans/ guarantee/ security in excess of time limits
  • Others as prescribed
ELIGIBILITY AND DUTIES OF SCRUTINIZER
ELIGIBILITY A Scrutinizer shall not be in employment of the Company and should conduct the voting process in fair and transparent manner.
BOARD RESOLUTION The Board is the appointing authority who may appoint one scrutinizer.
CONSENT LETTER

 

The scrutinizer should give a consent letter to the Company stating his willingness and eligibility.
SAFE CUSTODY

1. Postal Ballot

2. Other papers

 

1. The scrutinizer shall keep the safe custody of the Postal Ballots.
2. The Scrutinizer should keep the safe custody of all the registers and papers and return the same to the Company only when the Chairman approves and sign the minutes.
SCRUTINIZER’S REPORT The scrutinizer shall submit his report within 7 days of last date of receipt of postal ballot.
MAINTAINING REGISTERS Maintain register manually or electronically regarding the assent or dissent of the members and their:

  • Name,
  • Address,
  • Folio no./ client ID
  • No. of shares held and their nominal value,
  • Differential voting rights, if any
  • Details of postal ballot
MISCELLENEOUS
VALIDITY OF VOTESAFTER 30 DAYS Assent or dissent received from the members after 30 days from issue of notice shall not be considered.

 

 

 

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