Section 110 of the Act mandates the transacting of certain business items by means of postal ballot. Postal Ballot means casting of vote by a shareholder by postal or electronic mode instead of voting personally by being present for transacting business in general meeting of the company.
As per Companies Act 2013, the provisions of postal ballot are applicable to all companies except the following companies which are not required to transact any business through postal ballot:
1. One Person Company and
2. Other Companies having members up to 200
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.
For all equity listed companies, it is mandatory for companies to also provide an option of remote e-voting to its shareholders along with postal ballot . However, the same is not mandatory for unlisted companies.
Procedural Aspects of Voting by Postal Ballot including Remote E-Voting option:
1. Availability to act as scrutinizer : A prior consent to act as scrunitizer be obtained from the scrutinizer to whom the board proposes to appoint as a scrutinizer for scrutinizing postal ballot process including remote e-voting as per para 16.3(d) of SS-2
The Board of Directors of the Company concerned shall appoint one or more Scrutinizer, who may be:
- Chartered Accountant in practice or
- Cost Accountant in practice or
- Company Secretary in practice or
- Any Advocate or
- Any other person who is not in employment of the Company and is a person of repute who in opinion of the Board can scrutinize the voting and remote e-voting process in a fair and transparent manner.
2. Convene a Board Meeting:
The company should convene a board meeting to consider, inter-alia the following agenda:
- Identify the businesses to be transacted through postal ballot and approve the notice of postal ballot incorporating proposed resolution (s) and related explanatory statement.
- Appointment of Scrutinizer(s)
- Authorisation to Chairman/Director/CS to complete the Postal Ballot process
- Fix a record date
- Approve and appoint agency for providing Remote E-voting option
- Decide on the Calender of events
- Send Appointment letter to Scrutinizer(s)
- Obtain Acceptance Letter from Scrutinizer(s)
3. Enter into an Agreement with Agency
The board on behalf of the company concerned shall enter into an agreement with any one of the MCA approved agency for providing remote e-voting platform. If the company concerned also has a Registrar and Transfer agency then it may be required to enter into tripartite agreement.
4. Dispatch notice of postal ballot along with requisite enclosures to all the shareholders
5. Publish the notice on the website of the company
6. Issue notice to stock exchange
7. Publish Newspaper Advertisement
8. Provide Folio number /Client ID and list of shareholders as on record date to the Scrutinizer(s)
9. Remote E-Voting Period : The facility for remote e-voting shall remain open for a minimum of 3 days in terms of the provisions laid down in Rule 22(15) read with Rule 20(4) (vi) It should be ideally close on or before the last day on which the postal ballot should have been received by the company from the shareholders.
At the end of the remote e-voting period the electronic platform provided by the agency for casting votes shall be blocked immediately by the agency concerned. Receive Postal Ballot from the Shareholders.
The Postal Ballots duly filled in and enclosed in the duly stamped self-addressed envelope should reach the Scrutinizer(s) within 30 days of its dispatch.
Scrutiny of Postal Ballot Forms and remote E-voting details by Scrutinizer.
10. Scrutinizer of Report of Voting (remote + postal ballot) to the Chairman /authorised person :
The report must be submitted within a maximum of 7 days from the last date of receipt of postal ballot by the Scrutinizer (s).
The consolidated report shall be made in writing. The report will have to be signed by the concerned scrutinizer (s) and countersigned by the Chairman or if there is a person who has been authorised by the Chairman, in writing ,he/she have to countersign the said report.
11. Company to declare results of Postal Ballot including E-voting in writing:
The result shall be declared in writing by the company after receipt of the Scrutinizer’s report.
The results declared along with the reports of the Scrutinizer(s) shall be placed on the website of the company and on the website of the agency, immediately after the results is declared by the company.
The details of voting results are to be also intimated to stock exchanges in case of listed entity.
*Tentative Timelines:
The tentative timelines constituting postal ballot, including remote e-voting process could span across 80 days.
Author Bio
