22 Procedure to be Followed for Conducting
Business Through Postal Ballot
(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 therefor 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 for facilitating
the communication of the assent or dissent of the shareholder to the resolution
within the said period of thirty days.
(3) An advertisement
shall be published at least once in a vernacular newspaper in the principal
vernacular language of the district in which the registered office of the
company is situated, and having a wide circulation in that district, and at
least once in English language in an English newspaper having a wide circulation
in that district, about having dispatched the ballot papers and specifying
therein, inter alia, the following matters, 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;
(d) the date of end of
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; and
(g) contact details of
the person responsible to address the grievances connected with the voting by
postal ballot including voting by electronic means.
(4) The notice of the
postal ballot shall also be placed on the website of the company forthwith 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 ballots from the
members.
(5) The Board of
directors shall appoint one scrutinizer, who is not in 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.
(6) The scrutinizer shall
be willing to be appointed and be available for the purpose of ascertaining the
requisite majority.
1[(7) If a resolution is assented to by the requisite
majority of the shareholders by means of postal ballot including voting by
electronic means, it shall be deemed to have been duly passed at a general
meeting convened in that behalf.]
(8) Postal ballot
received back from the shareholders shall be kept in the safe custody of the
scrutinizer and after the receipt of assent or dissent of the shareholder in
writing on a postal ballot, no person shall deface or destroy the ballot paper
or declare the identity of the shareholder.
(9) 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;
(10) The scrutinizer
shall maintain a register either manually or electronically to record their
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, if
any, details of postal ballots which are received in defaced or mutilated form
and postal ballot forms which are invalid.
(11) The postal ballot
and all other papers relating to postal ballot including voting by electronic
means, shall be under the safe custody of the scrutinizer till the chairman
considers, approves and signs the minutes and thereafter, the scrutinizer shall
return the ballot papers and other related papers or register to the company who
shall preserve such ballot papers and other related papers or register
safely.
(12) The assent or
dissent received after thirty days from the date of issue of notice shall be
treated as if reply from the member has not been received.
(13) The results shall be
declared by placing it, along with the scrutinizer’s report, on the website of
the company.
2[(14) The resolution shall be deemed to be passed on
the date of at a meeting convened in that behalf.]
(15) The provisions of rule 20 regarding
voting by electronic means shall apply, as far as applicable, mutatis
mutandis to this rule in respect of the voting by electronic
means.
(16) pursuant to clause
(a) of sub-section (1) of section 110, the following items of business shall be transacted only by means of voting
through a postal ballot-
(a) alteration of the
objects clause of the memorandum and in the case of the company in existence
immediately before the commencement of the Act, alteration of the main objects
of the memorandum;
(b) alteration of
articles of association in relation to insertion or removal of provisions which,
under sub-section (68) of section 2, 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 as
specified in sub-section (5) of section 12;
(d) 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 under sub-section (8) of section
13;
(e) issue of shares with
differential rights as to voting or dividend or otherwise under sub-clause (ii)
of clause (a) of section 43;
(f) variation in the
rights attached to a class of shares or debentures or other securities as
specified under section 48;
(g) buy-back of shares by
a company under sub-section (1) of section
68;
(h) election of a
director under section
151 of the Act;
(i) sale of the whole or
substantially the whole of an undertaking of a company as specified under
sub-clause (a) of sub-section (1) of section
180;
(j) giving loans or
extending guarantee or providing security in excess of the limit specified under
sub-section (3) of section 186:
Provided that One Person
Company and other companies having members upto two hundred are not required to
transact any business through postal ballot.
Amendment
1 & 2 . Omitted by
Notification Dated 23rd September, 2016.