[Section 110 and Rule 22 of the Companies (Management and Administration) Rules, 2014)]

According to section 2(65) of Companies Act, 2013, “postal ballot means voting by post through any electronic mode. It includes voting by shareholders by postal or electronic mode instead of voting personally for transacting business in a general meeting.

Each item proposed to be passed shall be in the form of a Resolution and shall be accompanied by an explanatory statement. A company shall send notice and draft resolution by register post to all shareholders explaining the reasons and requesting them to send their assent or dissent in writing on a postal ballot.

As per rule 22(2), the notice shall be send either

a. Registered post or Speed Post, or

b. Registered e-mail id or

c. Courier Service

As per rule 22(3), advertisement shall be published at least once in a vernacular newspaper in the principal language of the district in which the registered office of the company is situated and at least once in English newspaper having wide circulation in the district.

As per rule 22(4), notice of the postal ballot shall also be place on company website after the notice is sent and shall remain on the website till the last date for receipt of postal ballots.

As per rule 22(6), postal ballot received from the shareholders shall be kept in the custody of scrutinizer and after the receipt of assent or dissent of the shareholders in writing in a postal ballot, no person shall deface or destroy the ballot paper or declare the identity of the shareholder.

As per rule 22(10), the scrutinizer shall maintain a register either manually or electronically of postal ballot and details of shareholders along with receipt of assent or dissent, however if received in defaced or mutilated form, it shall be considered invalid.

As per rule 22(13), the assent or dissent received after 30 days from the date of issue of notice shall be treated as if reply from the member is not received.

 Procedure for Postal Ballot

1. Send the notice to all the shareholders, along with a draft resolution explaining reasons thereof 22(1)
2. The Board of Directors shall appoint one Scrutinize, who is not in employment of the company 22(4)
3. The scrutinizer shall submit his report within 7 days of last date of receipt of postal ballot 22(9)
4. The results shall be declared along with scrutinizers report by placing it on website of the company 22(12)

 Procedure for Postal Ballot

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June 2021