[nukkad] Postal ballot explained in simple language-Rajababu

["rajababu" <>]

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> Postal ballot rules in a very simple form
>
> ü It is given under Section 192A(1)
> ü 192A will be valid from 15th June 2001
> ü If the Board of Directors calls for shareholders meeting after 15th June
> 2001, then the notices calling these meetings will be subject to the The
> Companies (passing of the resolution by postal ballot) Rules, 2001 read
with
> section 192A
> ü The postal ballots will have to be dispatched by post (Certificate of
> Posting).
> ü An advertisement shall be published in a leading English Newspaper and
in
> one vernacular Newspaper circulating in the State in which the registered
> office of the company is situated about having despatched the ballot
papers
> ü The date when this process is completed need not be advertised through
> advertisement. It is optional. (if company wants, then under good
corporate
> governance norms, then it can voluntarily release an advt.)
> ü The specimen postal ballot form has been provided in the Rules.
> ü Items to be included in the sequence of events for postal ballot have
been
> also provided.
> ü Postal ballots should be serially numbered. (machine serially numbered
or
> will simple stamp pad do?)
> ü They must have distinguishing water marks (increases the cost to the
> company)
> ü The company should specify the last date by which they want the postal
> ballot forms received in the company. If the notice is issued on Day 0,
then
> any notice recd. after day 30, will not be includible. (As per Contract
Act
> Rules, if the sender posts it on the last date, and recd. by company two
> days after his posting, then if sender challenges the validity of the
> non-acceptance of his ballot form in a litigation suit, will he win?)
> ü The voting right will be in proportion to the shareholder's share of
paid
> up equity share capital. (Means the earlier concept of voting by show of
> hands, one man, one vote, etc, will now not exist.)
> ü The Company Secretary and one functional director will have to take
> responsibility of entire process. Responsibility will be documented by a
> Board resolution, which has to be passed in that Board meeting in which
the
> Shareholders Meeting and postal ballot is called. Within one week of
passing
> this resolution, the CS has to send this copy (meaning file it) with RoC.
> Alongwith this resolution, the calender of events of postal ballot should
> also be sent. (Means that every year, a new Board Resolution will have to
be
> filed. Also, what does a functional director mean? Also, for a task such
as
> a resolution of General Meeting (which a Postal ballot essentially is),
why
> a director level person should get involved is unclear.
> ü The procedure in the rules has to be followed for any business
transacted
> through postal ballot, not only in respect of list of businesses under
rule
> 4 of Rules. The Central Government may at any time include or delete the
> items to be transacted through postal ballot.
> ü Whether passing of all resolution in respect of ordinary and special
> business other than those covered under rule 4 of the said Rules can be
> treated as sufficient compliance of provisions of section 166 of the
> Companies Act, 1956? Whether the company is required to convene a general
> meeting in case the resolutions are to be passed through postal ballot.
> Answer: While the companies are required to hold annual general meetings
(a
> mandatory requirement under section 166 of the Companies Act, 1956), any
> listed company which intends to transact such businesses as notified under
> rule 4 of the said Rules has to do so only in the  general meeting along
> with other ordinary businesses and special business, if any. The companies
> are required to send notice in respect of item to be transacted through
> postal ballot well in advance so that the reply is received from the
> shareholders before the date of the general meeting. The scrutinizer will
> make an entry in a register, and give it to the Chairman of the general
> meeting
> ü The Chairman shall declare the results in the general meeting.
> ü The date of passing of the resolution will be the date of the General
> Meeting.
>
> Postal Ballot Form
> 1. Name(s) of Shareholder(s) ______________________________
> ( in block letters) ______________________________
> (including joint holders, if any) ______________________________
> 2. Registered address of the sole/first
> named shareholder
> 3. Registered folio No./DP ID No./Client
> ID No.*
> (* Applicable to investors holding shares
> in dematerialized form)
> 4. Number of shares held
> 5. I/We hereby exercise my/our vote in respect of the ordinary/special
> resolution to be passed through postal ballot for the business stated in
the
> notice of the Company by sending my/our assent or dissent to the said
> resolution by placing the tick ( _/ ) mark at the appropriate box below.
> Item No. No. of shares
>   I/We assent to the resolution
>   I/We dissent to the resolution
> Place:
> Date:
> ________________________
> (Signature of the shareholder)
>
> Instructions 1. A member desiring to exercise vote by postal ballot may
> complete this Postal Ballot Form and send it to the company in the
attached
> self-addressed envelope. Postage will be borne and paid by the company.
> However, envelopes containing postal ballots, if sent by courier at the
> expenses of the registered shareholder will also be accepted.
> 2. The self-addressed envelope bears the address of the scrutineer
appointed
> by the Board of Directors of the company.
> 3. This form should be completed and signed by the shareholder. In case of
> joint holding, this form should be completed and signed (as per the
specimen
> signature registered with the company) by the first named shareholder and
in
> his absence, by the next named shareholder.
> 4. Unsigned Postal Ballot Form will be rejected.
> 5. Duly completed Postal Ballot Form should reach the company not later
than
> the close of working hours on ----------- (day)------------- (date).
Postal
> Ballot Form received after this date will be strictly treated as if the
> reply from the member has not been received.
> 6. Voting rights shall be reckoned on the paid up value of shares
registered
> in the name of the shareholders on the date of despatch of the notice.
> ITEMS TO BE INCLUDED IN THE CALENDAR OF EVENTS
> 1. Date of Despatch of notice of Meeting in which the business as notified
> by the Central Government will also be transacted through Postal Ballot.
> 2. Date of completion of despatch of notice along with Postal Ballot.
> 3. Date of appointment of scrutinizer.
> 4. Date on which consent given by the scrutinizer to act as scrutinizer.
> 5. Last date for receiving Postal Ballot papers by scrutinizer.
> 6. Date of signing of the minutes book by the Chairman in which the
results
> ballot is
> recorded.
> 7. Date of returning the Ballot papers, register required to be maintained
> by the  scrutinizer under rule 5(e) of the Companies (passing of the
> resolutions by postal ballot) Rules, 2001 and other related papers to the
> Chairman by the Scrutinizer.
> 8. Date of Board resolution authorising one of the functional directors
and
> the secretary to be responsible for the entire poll process.
> 9. Date of handling over the ballot papers to the designated authority.
>
>
>


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