An Analysis on the

“Postal
Postal Ballot & Voting through Electronic
Mode”
 Proprietor ‘s Profile at a Glance
Navneet K. Arora & Co., Company Secretaries
BASIC DETAILS

 Name of the Proprietor – CS Navneet Arora

 Year of Passing of ICSI Final Examination – June 1990
 Date of becoming Associate Member of ICSI (ACS - 8421) – 3rd March 1992
 Date of becoming Fellow Member of ICSI (FCS - 3214) – 21st July 1997
 Date of holding Certificate of Practice (CP - 3005) – 20th November 1998
 Experience (No. of Years) – 25 Years (15 Years in Practice)

EDUCATIONAL QUALIFICATION:

 Master of Commerce.
 Fellow Member of The Institute of Company Secretaries of India
 Post Graduate Diploma in Financial Management
PROFESSIONAL ASSOCIATION / RECOGNITION / MEMBERSHIP OF CONFEDERATION BODIES:

 Member - All India Management Association New Delhi (AIMA).

 Professional Member - PHD Chamber of Commerce and Industries, New Delhi.
 Appointed as Peer Reviewer by ICSI to conduct peer review of Practicing Member of ICSI.
 ICSI Certified participant of National Workshop on Diligence Report for Banks.
 Convener South Delhi Study Group of NIRC of the ICSI -2011, 2012, 2013 & 2014. Also Past Governing
Body Member of Kanpur Chapter of NIRC of the ICSI & Past Member of various Professional Development
Committee of NIRC of the ICSI.
 Regular Participant, Speaker of Seminars / Workshop on the Professional Development Program of
various Professional Management Institutes including Institute of Company Secretaries of India (ICSI), Asia
Pacific Institute of Management (AIM), National Foundation for Corporate Governance (NFCG) etc.
 Overview of the Postal Ballot

 Members of the Company in the general meeting of the Company have a right to
cast their vote either by show of hands or through Ballot.

 Postal Ballot generally means Shareholder’s have right to participate in the meeting
without their physical presence in the meeting and to cast their vote for or against
the passing of particular resolution by sending their Postal Ballot.

 In Postal Ballot, company post a ballot to all the shareholders of the company and
request to send back with their vote in favour or against the passing of the
resolution in particular matter within the stipulated period.

 Section 108 and 110 of the Company Act, 2013 and Companies (Management and
Administration) Rules, 2014 govern the law and procedure regarding the Postal
Ballot and Voting through electronic means.

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 Postal Ballot -
Basic Law as per Companies Act 2013

 Extract of the Section 110 of the Companies Act, 2013 as under:-

 Notwithstanding anything contained in this Act, a company :-

(a) shall, in respect of such items of business as the Central Government may,
by notification, declare to be transacted only by means of postal ballot, AND

(b) may, in respect of any item of business, other than ordinary business and any
business in respect of which directors or auditors have a right to be heard at any
meeting, transact by means of postal ballot,

in such manner as may be prescribed, instead of transacting such business at a general

meeting.

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 Procedure to be followed for conducting
business through postal ballot
 Relevant Rules / Procedure prescribed in the Companies (Management and Administration)
Rules, 2014 as under :-
 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 thirty days from the date of dispatch of the notice.
 The notice shall be sent either :-
(a) by Registered Post or speed post OR
(b) through electronic means like 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.
 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.
 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.
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 Cont…
 Postal ballot received back from the shareholders shall be kept in the safe custody of the
scrutinizer and after the receipt of assent or dissent of the shareholder in writing on a
postal ballot, no person shall deface or destroy the ballot paper or declare the identity of
the shareholder.
 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.
 The postal ballot and all other papers relating to postal ballot including voting by
electronic means, shall be under 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
 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.
 The results shall be declared by placing it, along with the scrutinizer’s report, on the
website of the company.
 The resolution shall be deemed to be passed on the date of at a meeting convened in
that behalf.

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 Matter to be Transacted only by postal
ballot
 Matters to be transacted only by way of Postal ballot in accordance with Companies
(Management and Administration) Rules, 2014 as under:-

 Pursuant to clause (a) of sub-section (1) of section 110, the following items of business
shall be transacted only by means of voting through a postal ballot :-
(i) 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.

(ii) Alteration of articles of association in relation to insertion or removal of provisions

which, under sub-section (68) of section 2, are required to be included in the articles of
a company in order to constitute it a private company.

(iii) Change in place of registered office outside the local limits of any city, town or
village as specified in sub-section (5) of section 12.

(vi) 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 under sub-
section (8) of section 13.
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 Cont….

(v) Issue of shares with differential rights as to voting or dividend or otherwise

under sub-clause (ii) of clause (a) of section 43.

(vi) Variation in the rights attached to a class of shares or debentures or other

securities as specified under section 48.

(vii) Variation in the rights attached to a class of shares or debentures or other

securities as specified under section 48.

(viii) election of a director under section 151 of the Act.

(xi) Sale of the whole or substantially the whole of an undertaking of a company as

specified under sub-clause (a) of sub-section (1) of section 180 AND

(x) Giving loans or extending guarantee or providing security in excess of the limit
specified under sub-section (3) of section 186.

Provided that One Person Company and other companies having members up to two
hundred are not required to transact any business through postal ballot.

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 Voting through electronic means
 Relevant Rules / Procedure prescribed in the Companies (Management and Administration)
Rules, 2014 as under:-

Every listed company

OR
A Company having not less than one thousand shareholders

shall provide to its members facility to exercise their right to vote at general meetings
by way of electronic means

 A member may exercise his right to vote at any general meeting by electronic means and
company may pass any resolution by electronic voting system in accordance with the
provisions of this rule.

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 Procedure
 Relevant Rules / Procedure prescribed in the Companies (Management and Administration)
Rules, 2014 as under:-
 A Company which opts to provide the facility to its members to exercise their votes at any
general meeting by electronic voting system shall follow the follow these Steps :-
(i) The notices of the meeting shall be sent to all the members, auditors of the
company, or directors either :-
(a) by registered post or speed post OR
(b) through electronic means like registered e-mail id
(c) through courier service

(ii) The notice shall also be placed on the website of the company, if any and of the
agency forthwith after it is sent to the members

(iii) The notice of the meeting shall clearly mention that the business may be transacted
through electronic voting system and the company is providing facility for voting by
electronic means and clearly indicate the process and manner for voting by electronic
means and the time schedule including the time period during which the votes may be
cast and shall also provide the login ID and create a facility for generating password and
for keeping security and casting of vote in a secure manner.

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 Cont….

(iv) The e-voting shall remain open for not less than one day and not more than
three days, Provided that in all such cases, such voting period shall be
completed three days prior to the date of the general meeting.

(v) During the e-voting period, shareholders of the company, holding shares either in
physical form or in dematerialized form, as on the record date, may cast their vote
electronically.

 At the end of the voting period, the portal where votes are cast shall forthwith be
blocked.
 The Board of directors shall appoint one scrutinizer, who may be chartered Accountant in
practice, Cost Accountant in practice, or Company Secretary in practice or an advocate,
but not in employment of the company and is a person of repute who, in the opinion of
the Board can scrutinize the e-voting process in a fair and transparent manner.
 the results declared along with the scrutinizer’s report shall be placed on the website of
the company and on the website of the agency within two days of passing of the
resolution at the relevant general meeting of members.
 subject to receipt of sufficient votes, the resolution shall be deemed to be passed on the
date of the relevant general meeting of members.
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