Postal Ballot Procedure under Companies Act 2013

1. Check whether the business to be transacted by postal ballot relates to the businesses as specified in sub rule 16 of Rule 20 of Companies (Management & Administration) Rules, 2014. 

2. Prepare the draft board resolution and postal ballot notice along with the explanatory statement therefor and postal ballot form.

3. Convene a board meeting after giving not less than seven days notice for the purpose of

(a) Approval of draft documents,

(b) Supervision and control the entire Postal Ballot process ,authorise a Managing or Whole-time Director and the Company Secretary or where there is no such anaging or Whole-time Director, any other Director and the Company Secretary.

(c) Appointment of 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 and fixing the duration of his appointment as well as his remuneration, or authorising the Chairman/Managing Director or a Whole-time Director or any other director to fix his remuneration.

(d) The date of completion of dispatch of notices,

(e) The date of commencement of voting,

(f) The date of end of voting.

4. Obtaining the consent of the scrutinizer to act as such and be available for the purpose of ascertaining the requisite majority.

5. Dispatch the notices to the shareholders along with the approved draft resolution and explanatory statement therefor, and requesting them to send their assent or dissent in writing on a postal ballot within 30 days from the date of dispatch of notice.

6. The notice shall be sent either (a) by Registered Post or speed post, or (b) through electronic means pke registered e-mail id or (c) through courier service for facilitating the communication of the assent or dissent of the shareholder to the resolution within the said period of thirty days.

7. Ensure that the notice includes a postage pre-paid envelope.

8. 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, inter apa, the following matters, namely:-

(a) a statement to the effect that the business is to be transacted by postal ballot which includes voting by electronic means;

(b) the date of completion of dispatch of notices;

(c) the date of commencement of voting;

(d) the date of end of voting;

(e) the statement that any postal ballot received from the member beyond the said date will not be valid and voting whether by post or by electronic means shall not be allowed beyond the said date;

(f) a statement to the effect that members, who have not received postal ballot forms may apply to the company and obtain a duplicate thereof; and

(g) contact details of the person responsible to address the grievances connected with the voting by postal ballot including voting by electronic means.

9. 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.

10. If a resolution is assented to by the requisite majority of the shareholders by means of postal ballot including voting by electronic means, it shall be deemed to have been duly passed at a general meeting convened in that behalf.

11. Postal ballot received back from the shareholders shall be kept in the safe custody of the scrutinizer till the chairman considers, approves and signs the minutes and thereafter, the scrutinizer shall return the ballot papers and other related papers or register to the company who shall preserve such ballot papers and other related papers or register safely

12. The scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots but not later than seven days thereof.

13. The scrutinizer shall maintain a register either manually or electronically to record their assent or dissent received, mentioning the particulars of-

(a) name,
(b) address,
(c) folio number or client ID of the shareholder,
(e) number of shares held by them,
(f) nominal value of such shares,
(g) whether the shares have differential voting rights, if any,
(h) details of postal ballots which are received in defaced or mutilated form and
(i) postal ballot forms which are invalid.

14. The assent or dissent received after thirty days from the date of issue of notice shall be treated as if reply from the member has not been received.

15. The results shall be declared by placing it, along with the scrutinizer’s report, on the website of the company.

16. The resolution shall be deemed to be passed on the date of at a meeting convened in that behalf.

17. File form MGT 14 in case of special resolution with ROC within 30 days of passing the resolution.

18. In case of every resolution passed by postal ballot, a brief report on the postal ballot conducted including the resolution proposed, the result of the voting thereon and the summary of the scrutinizer’s report shall be entered in the minutes book of general meetings along with the date of such entry within thirty days from the date of passing of resolution.

19. Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting or each report in such books shall be dated and signed by the chairman of the Board within the aforesaid period of thirty days or in the event of there being no chairman of the Board or the death or inability of that chairman within that period, by a director duly authorized by the Board for the purpose.