Voting by Postal Ballot
September 30, 2015 by Kamini Goyal
Postal Ballot under Companies Act, 2013
Section 110 of Companies Act, 2013 and Rule 22 of Companies (Management and Administration) Rules, 2014 provides for voting by Postal Ballot.
POSTAL BALLOT means voting by post or through electronic means within a period of thirty days from the date of dispatch of the notice to the shareholders. The assent or dissent received after 30 days from the date of issue of notice shall be treated as if reply from the member has not been received.
Companies which are not required to transact any business through Postal Ballot: –
- Companies having members up to 200.
Items which shall be transacted by means of Postal Ballot only: –
- Alteration of the objects clause of MOA.
- Alteration of AOA in order to constitute it a Private Company.
- Change in place of Registered Office outside the local limits of any city, town or village.
- Change in Objects for which a Company has raised money from public through prospectus and still has any unutilized amount so raised.
- Issue of shares with differential rights as to voting or dividend or otherwise.
- Variation in the rights attached to a class of shares or debentures or other securities;
- Buy back of shares by a Company;
- Election of Small Shareholders’ Director.
- Sale of the whole or substantially the whole of the undertaking [Section 180(1)(a)].
- Giving loans or extending guarantee or providing security in excess of the limits specified under Section 186(3).
Items which cannot be transacted by means of Postal Ballot: –
- Ordinary Business Items
- Any business in respect of which directors or auditors have a right to be heard at the Meeting.
Procedure to be followed for conducting business through Postal Ballot: –
- Send a notice to all the shareholders, along with a draft resolution and requesting them to send their assent or dissent in writing on a Postal Ballot.
- Mode of sending Notice: –
- By Registered Post or speed post, or
- Through e-means like registered e-mail id or
- Through courier services
- To be published in a vernacular newspaper and at least once in an English newspaper.
- Particulars of advertisement : –
||a) The business is to be transacted by postal ballot which includes e-voting;
b) the members, who have not received postal ballot forms may apply to the company for obtaining a duplicate thereof;
c) Contact details of the person responsible to address the grievances.
d) any postal ballot received from the members beyond the said date will not be valid;
||a) Date of completion of dispatch of notice
b) date of commencement of voting
c) date of end of voting
The Notice shall be placed on the website of the Company, after it has been sent to the members of the company till the last date of receipt of postal ballot from the members.
- Appointment of Scrutinizer
The Board of Directors shall appoint one scrutinizer, who is not in the employment of the Company and who, in the opinion of the Board can conduct the postal ballot voting process in a fair and transparent manner.
He shall be willing to be appointed and available for the purpose of ascertaining the requisite majority.
- Safe custody
Postal Ballot received back from the shareholders shall be kept in the safe custody of the scrutinizer till the chairman considers, approves and signs the minutes.
- Scrutinizer Report
The scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots but not later than seven days thereof;
- Maintenance of Register
To record the assent or dissent received, 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.
Results along with the scrutinizer’s report shall be placed on the website of the company.