ALL ABOUT POSTAL BALLOT

POSTAL BALLOT

In a Simple language, a postal ballot is a facility of voting through electronic media or ballot or in which person can vote by post when they cannot be present. It introduced for corporate democracy in the industry as involves every possible voter to participate.

Section 110 of the Companies Act, 2013, defined the procedure of postal ballot.

Subsection 1 of the Section 110 of Companies Act-empowers the Company as Clause a and b in the mentioned manner:

Section prevails over other by

  1. Number of items may by Central Government notification shall be transacted by the way of Postal Ballot only;
  2. Number of items of business other than ordinary business as well as in which directors or auditors have a right to be heard at any meeting may be transact by means of postal ballot.

Secretarial Standard 2 (SS-2), issued by ICSI

SS-2 is applicable to all the companies (private and public companies) having more than 200 members. It’s exempted the OPC (One Person Company) and company having members up to the limit of 200 to transact any matter through postal ballot.

Item of Business shall be transacted through postal ballot:

Management and Administration rules 2014, Rule twenty two prescribed the items to be transacted by means of postal ballot:

  • Object clause of Memorandum Alteration;
  • Private to Public company conversion and vice-versa;
  • Shifting of Registered office (outside the limit of city/town/ village)
  • Gathering of funds from public by the help of prospectus and its money is unutilized and want to use by the company by change of object
  • Issue of shares (DVRs);
  • Right of shareholders, debenture holders or other security holders’ Variation
  • Buy-back of a company’s shares
  • Undertaking sale of the company
  • Providing loans, security or guarantee exceeding limit.

Item of Business shall not be transacted through postal ballot:

  • Taking Financial statement, Report on Board of Directors and Report on auditors  into consideration
  • Dividend Declaration;
  • Appointment of directors (retiring director’s place)
  • Deciding of the remuneration of the auditors and appointment
  • Business in which directors or auditors have a right to be heard at any meeting

Procedure for conducting Postal Ballot:

  1.  Notice Dispatch to shareholders

For postal ballot, company need to dispatch the notice for passing of any resolution with resolution in draft form for explaining the reasons and inviting them to send their consent and dissent within a period of thirty days from the date of dispatch of notice.

   b.   Mode of dispatch

     The notice shall be sent either:

           a) By way of Registered Post or speed Post, or

           b) Registered e-mail or

           c) Courier

  1. Publication of advertisement

Publication of advertisement in the vernacular newspaper of registered office and at least in one English newspaper having circulations. Matters to be specified in advertisement

            * Completion of dispatch of notices;

            * Commencement of voting;

            * End of voting date;

            * Postal ballot is not acceptable beyond date that statement must be mentioned

            * Details of the grievances mechanism in respect to postal ballot including;

            * Voting by electronic means

  1. Notice to be placed on website

Website of the company must have the notice of postal ballot forthwith sending of notice to the member and will be there till the last date of receipt.

  1. Appointment of Scrutinizer

One scrutinizer shall be appointed by the Board of Directors in the view of the Board can handle postal ballot voting in a fair and transparent manner.

Conclusion:

This was a move towards easily attending the meeting and conferences through post or e-voting who is not able to attend the meetings so that one does not miss out the important decisions and resolutions of the meeting and the involvement in the meeting.

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02 Apr

Jagriti  Mehndiratta
CS Jagriti Mehndiratta

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