List of businesses in which the
resolutions may be passed through Postal Ballot.
alteration in the Object Clause of Memorandum;
alteration
of Articles of Associations in relation to deletion
or insertion of provisions defining private
company;
buy-back of own shares by the company under
sub-section (1) of section 77A;
issue
of shares with differential voting rights as
to voting or dividend or other wise under sub-clause
(ii) of clause (a) of section 86;
change in place of Registered Office out side
local limits of any city, town or village as
specified in sub-section (2) of section 146;
sale of whole or substantially the whole of
undertaking of a company as specified under
sub-clause (a) of sub-section (1) of section
293;
giving loans or extending guarantee or providing
security in excess of the limit prescribed under
sub-section (1) of section 372A;
election of a director under sub-section (1)
of section 252;
power to compromise or make arrangements with
creditors and members as specified under sub-section
(2) of section 391;
variation
in the rights attached to a class of shares
or debentures or other securities as specified
under section 106.
Procedure to be followed for conducting business
through Postal Ballot:-
The company may make a note below the notice
of General Meeting for understanding of members
that the transaction(s) at Sl. No. requires
consent of shareholders through postal ballot;
The board of directors shall appoint one scrutinizer,
who is not in employment of the company, may
be a retired judge or any person of repute who,
in the opinion of the board can conduct the
postal ballot voting process in a fair and transparent
manner;
The scrutinizer will be in position for 35 days
(excluding holidays) from the date of issue
of Notice for Annual General Meeting. He is
to submit his final report on or before the
said period;
The scrutinizer will be willing to be appointed
and he is available at the Registered Office
of the company for the purpose of ascertaining
the requisite majority;
The scrutinizer shall maintain a register to
record the consent or otherwise received, including
electronic media, mentioning the particulars
of name, address, folio number, number of shares,
nominal value of shares, whether the shares
have voting, differential voting or non-voting
rights and the Scrutinizer shall also maintain
record for postal ballot which are received
in defaced or mutilated form. The Postal Ballot
and all other papers relating to postal ballot
will be under the safe custody of the Scrutinizer
till the Chairman considers, approves and sign
the minutes of the meeting. Thereafter, the
Scrutinizer shall return the ballot papers and
other related papers/register to the company
so as to preserve such ballot papers and other
related papers/register safely till the resolution
is given effect to;
Consent or otherwise relating to issue mentioned
in Notice for Annual General Meeting received
after 35 days from the date of issue will be
strictly treated as if the reply from the member
has not been received
