Company Law

Postal Ballot [S. 110, R. 22]

1.

Exemption from applicability: [S. 110(1), Proviso to R. 22(16)]

  • OPC, and
  • A Co having members ≤ 200

2.

List of items which have to be mandatorily transacted only by means of postal ballot

  • Such items are listed at S. 110(1)(a) read with R. 22(16)
  • possible to transact at GM by a Co required to provide e-voting facility [S. 110(1)(a), R. 22(16)]

3.

Scritinizer’s eligibility

[R. 22(5)]

  • who is not in employment of the Co and
  • who, in the opinion of the BoD can conduct the postal ballot voting process in a fair and transparent manner

4.

Notice to all the Shareholders

[R. 22(1), (2)]

  • 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

5.

Advertisement

[R. 22(3)]

  • 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

6.

Information to be placed on website of the Co

[R. 22(4)]

  • 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

7.

Postal ballots received from shareholders

[R. 22(7)]

  • Shall be in the safe custody of the scrutinizer
  • No person shall deface/destroy the ballot paper or declare the identity of the shareholder

8.

Register

[R. 22(10)]

  • scrutinizer shall maintain a register either manually or electronically

9.

Passing of the resolution by postal ballot

  • 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)]

10.

Custody of ballot papers and other related papers, register

[R. 22(11)]

  • till the chairman considers, approves and signs the minutes ➔ with the scrutinizer
  • thereafter, the scrutinizer shall return them to the Co who shall preserve them safely.

Procedure for conducting business through postal ballot – an overview