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 such items 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 Co 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