List of Businesses to be Transacted Through Postal Ballot

     

List of Businesses to be Transacted Through Postal Ballot

Rule 22(16) of the Companies (Management and Administration) Rules, 2014 specifies the list of items which have to be mandatorily transacted only by postal ballot. These are:

   (a)  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;

   (b) 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;

    (c) 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;

(d) 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;

(e)  issue of shares with differential rights as to voting or dividend or otherwise under sub-clause (ii) of clause (a) of section 43;

(f)  variation in the rights attached to a class of shares or debentures or other securities as specified under section 48;

(g)  buy-back of shares by a company under sub-section (1) of section 68;

(h)  election of a director under section 151 of the Act;

(i)  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;

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

Section 110(b) specifies that a company may in respect of any items of business other than ordinary business and any business in respect of which the directors and auditors have a right to be heard, transact by postal ballot. So this is a discretion on the part of the company to transact any business which does not fall under the list of mandatory items as per Rule 20(16) and which is not ordinary business to have such items transacted by postal ballot. Any business where the directors or auditors have a right to be heard refers to the resolution for the removal of the directors or auditor.

The following items of business cannot be transacted by means of postal ballot, i.e. which should be transacted only in a duly convened meeting of the members. These are

·  All items of business which are deemed as Ordinary Business at an Annual General Meeting, i.e.

(i)  the consideration of financial statements and the reports of   the Board of Directors and auditors;

(ii)  the declaration of any dividend;

(iii) the appointment of directors in place of those retiring;

(iv) the appointment of, and the fixing of the remuneration of,  the auditors;

·  Any business in respect of which directors or auditors have a right to be heard at any meeting, like removal of a director or auditor etc.

· All other items of business other than the aforementioned businesses can be transacted through postal ballot, instead of  transacting such business at a general meeting.

·   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.

Related Post :

Procedure For Passing Resolution Through Postal Ballot

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