CS M. Kurthalanathan
Postal Ballot under Companies Act,2013
Section 110 of the Companies Act,2013 and Rule 22 of the Companies (Management and Administration ) Rules,2014 deals with Postal Ballot.
Postal Ballot – Business:
A company shall transact the following business only by means of Postal Ballot;
|13||Alteration of the objects clause of the memorandum and in the case of the company in existence immediately before the commencement of the Act, alteration of the main objects of the memorandum|
|2 (68)||Alteration of articles of association in relation to insertion or removal of provisions which are required to be included in the articles of a company in order to constitute it a private company|
|12(5)||Change in place of registered office outside the local limits of any city, town or village.|
|13(8)||Change in objects for which a company has raised money from public through prospectus and still has any unutilized amount out of the money so raised|
|43(a)(ii)||Issue of shares with differential rights as to voting or dividend or otherwise|
|48||Variation in the rights attached to a class of shares or debentures or other securities|
|68(1)||Buy-back of shares by a company|
|151||Election of a director|
|180(1)(a)||Sale of the whole or substantially the whole of an undertaking of a company|
|186(3)||Giving loans or extending guarantee or providing security in excess of the limit|
A company may transact any other business by postal ballot instead of transacting at a general meeting except:
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 general meeting convened in that behalf.
Procedure to be followed for conducting Postal Ballot:
Notice to Shareholders:
Where a company is required or decides to pass any resolution by way of postal ballot, it shall send a notice to all the shareholders, along with a draft resolution explaining the reasons there for and requesting them to send their assent or dissent in writing on a postal ballot because postal ballot means voting by post or through electronic means within a period of 30 days from the date of dispatch of the notice.
Mode of dispatch:
The notice shall be sent either :
An advertisement shall be published 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 at least once in English language in an English newspaper having a wide circulation in that district, about having dispatched the ballot papers and specifying therein.
Details of Advertisement:
Place notice on website:
The notice of the postal ballot shall also be placed on the website of the company forthwith after the notice is sent to the members and such notice shall remain on such website till the last date for receipt of the postal ballots from the members.
The Board of directors shall appoint one scrutinizer, who is not in employment of the company and who, in the opinion of the Board can conduct the postal ballot voting process in a fair and transparent manner.
Obligation of Scrutinizer:
The resolution shall be deemed to be passed on the date of at a meeting convened in that behalf.
The provisions of rule 20 regarding voting by electronic means shall apply, as far as applicable, mutatis mutandisto this rule in respect of the voting by electronic means.
Postal Ballot – Companies Act,1956 Vs Companies Act,2013:
|Companies Act,1956||Companies Act,2013|
|Section 192A of the 1956 Act deals with Postal Ballot||Section 110 of the 2013 act deals with Postal Ballot|
|It applies only to listed public companies||It applies to all companies|
are not required to transact any business through postal ballot
Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Though utmost efforts has made to provide authentic information, it is suggested that to have better understanding kindly cross-check the relevant sections, rules under the Companies Act,2013