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1.
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Exemption from applicability:
[S.110(1), Proviso to R.22(16)]
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- OPC, and
- A company having members <≤ 200
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2.
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List of items which have to be mandatorily transacted only by means of postal ballot [S. 110(1)(a), R.22(16)]
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- Alteration of the objects clause / the main objects of the MoA;
- alteration of AoA in relation to insertion or removal of provisions which, u/s 2(68), are required to be included in AoA of a company in order to constitute it a private company [i.e. Conversion of a private company into a public company and vice versa];
- change in place of registered office outside the local limits of any city, town or village as specified in S.12(5);
- change in objects for which a company has raised money from public through prospectus and still has any unutilised amount out of the money so raised u/s 13(8);
- issue of shares with differential rights as to voting or dividend or otherwise u/s 43(a)(ii);
- variation in the rights attached to a class of shares or debentures or other securities as specified u/s 48;
- buy-back of shares by a company u/s 68(1);
- election of a director by small shareholders u/s 151;
- sale of the whole or substantially the whole of an undertaking of a company as specified u/s 180(1)(a);
- giving loans or extending guarantee or providing security in excess of the limit u/s 186(3)
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3.
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Scritinizer’s eligibility [R.22(5)]
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- who is not in employment of the company and
- who, in the opinion of the BoD can conduct the postal ballot voting process in a fair and transparent manner
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4.
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Notice to all the Shareholders [R.22(1), (2)]
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- send a notice by Registered Post / speed post, or through electronic means like registered e-mail id / courier service
- along with a draft resolution explaining the reasons and
- requesting them to send their assent or dissent in writing within 30 days from the date of dispatch of the notice
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5.
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Advertisement [R.22(3)]
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- Publish an advertisement 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
- in English language in an English newspaper having a wide circulation in that district
- Contents of the Advertisement:
- a statement to the effect that the business is to be transacted by postal ballot which includes voting by electronic means;
- the date of completion of dispatch of notices;
- the date of commencement of voting;
- the date of end of voting;
- Statements that –
- any postal ballot received from the member beyond the said date will not be valid and voting whether by post / electronic means shall not be allowed beyond the said date;
- members, who have not received postal ballot forms may apply to the company and obtain a duplicate thereof; and
- contact details of the person responsible to address the grievances connected with the voting by postal ballot including voting by electronic means.
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6.
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Information to be placed on website of the company
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- notice of the postal ballot after the notice is sent to the members – till the last date for receipt of the postal ballots from the members.
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7.
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Postal ballots received from shareholders
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- Shall be in the safe custody of the scrutinizer
- No person shall deface / destroy the ballot paper or declare the identity of the shareholder
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8.
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Register
[R.22(10)]
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- scrutinizer shall maintain a register either manually or electronically
- Contents:
- assent or dissent received
- 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 received in defaced or mutilated form
- postal ballot forms which are invalid
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9.
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Passing of the resolution by postal ballot
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- If a resolution is assented to by the requisite majority of the shareholders by means of postal ballot → it shall be deemed to have been duly passed at a GM convened in that behalf [R.22(7)]
- The assent / 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. [R.22(12)]
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10.
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Custody of ballot papers and other related papers, register [R.22(11)]
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- till the chairman considers, approves and signs the minutes → with the scrutinizer
- thereafter, the scrutinizer shall return them to the company who shall preserve them safely.
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