23 April 2011
A small note on Postal Ballot is reproduced below which may be of help to you.
POSTAL BALLOT – A BRIEF NOTE
1. Applicability
192A of the Companies Act, 1956 & Companies (Passing of the Resolution by Postal Ballot) Rules, 2001
Applicable in case of listed Public Companies only
2. List of businesses in which the Resolutions are required to be passed through Postal Ballot (Rule 4 of The Companies (Passing of the Resolution by Postal Ballot) Rules, 2001)
a) alteration in the Object Clause of Memorandum; b) alteration of Articles of Associations in relation to insertion of provisions defining private company;
c) buy-back of own shares by the company under sub-section (1) of section 77A;
d) issue of shares with differential voting rights as to voting or dividend or otherwise under sub-clause (ii) of clause (a) of section 86;
e) change in place of Registered Office outside local limits of any city, town or village as specified in sub-section (2) of section 146
f) 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;
g) Giving loans or extending guarantee or providing security in excess of the limit prescribed under sub-section (1) of section 372A;
h) Election of a director under proviso to sub-section (1) of section 252 of the Act.
i) Variation in the rights attached to a class of shares or debentures or other securities as specified under section 106
3. Procedure involved in passing of the resolution by Postal Ballot
i) Notice to Shareholders - The company shall send a notice to all the shareholders, along with a draft resolution explaining the reasons therefor, and requesting them to send their assent or dissent in writing on a postal ballot within 30 days from the date of posting of the letter;
ii) Mode of dispatch of Notice - The notice shall be sent either: a) by registered post acknowledgement due; or under certificate of posting;
iii) Publication of Notice - 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.
The notice shall include a postage pre-paid envelope for facilitating the communication of the assent/dissent of the shareholder to the resolution.
iv) Appointment of scrutinizer - The Board should appoint one scrutinizer, who is not in employment of the company.
v) Who can be a scrutinizer - The scrutinizer 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 should be willing to be appointed and should be available at the registered office for the purpose of ascertainment of requisite majority.
vi) Duration of office of scrutinizer - The scrutinizer will be in position for 35 days (excluding holidays) from the date of issue of notice for general meeting.
vii) Maintenance of record by scrutinizer and conducting postal ballot - The scrutinizer shall maintain a register (including electronic media) to record the consent or otherwise received mentioning the particulars of name, address, folio number, number of shares, nominal value of shares etc. and a record of ballots received in defaced or mutilated form.
viii) Safe custody of ballots - The postal ballot and all other papers relating to it shall be under his safe custody till the chairman considers, approves and signs the minutes of the meeting.
ix) Voting rights - The voting right on postal ballot shall be in proportion to the shareholders share of the paid-up share capital of the company.
x) Effect of non-receipt of assent or dissent - If consent is received after 30 days from the date of issue of notice, it shall be treated as if reply has not been received from the member.
xi) Submission of report by scrutinizer - The scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots and shall be available at the registered office of the company for ascertaining the requisite majority.
xii) Signing of minutes by Chairman - On signing of minutes by Chairman, the scrutinizer shall return the ballots and other papers to the company for preservation till the resolutions are given effect to.
xiii) Passing of resolution -If a resolution is assented to by a requisite majority of shareholders by means of postal ballot, it shall be deemed to have been duly passed at a general meeting convened in that behalf;
NOTICE OF POSTAL BALLOT PURSUANT TO SECTION 192A OF THE COMPANIES ACT, 1956
To,
The Members of …………………
NOTICE is hereby given pursuant to Section 192 A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, that the following resolution for the purpose of sub division of the equity shares of Rs. 10/ each of the Company into 5 (Five) shares of Rs.2/-each commonly known as “Stock Split” and consequential alterations in the existing Clause V being Capital Clause of the Memorandum of Association and Article 4 of the Articles of Association of the Company is proposed to be passed as Special Resolution by way of Postal Ballot.
Your consent for the said proposals as contained in the said resolution is sought to be obtained by means of Postal Ballot instead of transacting such business in general meeting of the Company.
The draft Special Resolution along with the Explanatory Statement setting out all material facts and the reasons thereto are enclosed.
The Postal Ballot Form for voting by you as shareholder of the Company is also enclosed.
The Board of Directors has appointed xxxxxxx, Company Secretaries, as Scrutiniser for conducting this Postal Ballot voting process in a fair and transparent manner.
Please read carefully the instructions printed in the postal ballot form and return the form duly completed and signed in the attached self-addressed, business reply envelope, so as to reach the Scrutiniser before the closing of working hours (1730 hrs.) on Tuesday, the 26th April 2005. Please note that any postal ballot form(s) received after the said date will be treated as not having been received. No other form or photocopy thereof is permitted. The Scrutiniser will submit his report to the Chairman or any Director of the Company after the completion of the scrutiny of the postal ballots. The Chairman or any Director of the Company will announce the results on Monday, the 6th December 2010 at 2 p.m at the Registered Office of the Company at xxxxxxxx. The results of the Postal Ballot will also be displayed at the said office and posted on the Company’s website xxxxxbesides communicating to the Stock Exchanges where the Company’s shares are listed.
The related resolution being a Special Resolution shall be declared as passed if votes cast in favour of the resolution are three times more in number than the votes cast against the resolution.
By Order of the Board
For
------------------------------------------------------------------------------------- SPECIAL BUSINESS
To consider and if deemed fit, to pass through postal ballot, the following Resolution as a Special Resolution:
"RESOLVED that pursuant to the provisions of Section 94 and other applicable provisions, if any, of the Companies Act, 1956 (“the Act”) and the provisions of Article 54 of the Articles of Association of the Company and subject to the approvals, consents, permissions and sanctions as may be necessary from the appropriate authorities or bodies, (a) each of the 5,15,00,000 equity shares of the nominal value of Rs. 10/- each in the authorised share capital of the Company be sub-divided into 25,75,00,000 equity shares of Rs. 2/- each AND THAT Clause V (being Capital Clause) of the Memorandum of Association and Article 4 of the Articles of Association of the Company relating to equity shares be altered accordingly.
RESOLVED FURTHER that the Board of Directors of the Company (“the Board”, which expression shall also include a Committee thereof) be and they are hereby authorised to issue new share certificates representing the sub-divided equity shares with new distinctive numbers, consequent to the sub-division of shares as aforesaid and /or credit the shareholders’ accounts maintained with the Depositories, subject to the rules as laid down in the Companies (Issue of Share Certificates) Rules, 1960, and the Articles of Association of the Company and to inform the Depositories and the Registrar and Transfer Agents of the Company and execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of the powers herein vested in the Board, to any Committee thereof or to any Director(s) or Company Secretary, to give effect to the aforesaid resolution.”
ANNEXURE TO THE NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) AND 192 A OF THE COMPANIES ACT, 1956 FOR SUB-DIVISION OF THE COMPANY’S EQUITY SHARES AND CONSEQUENTIAL ALTERATIONS IN ITS MEMORANDUM AND ARTICLES OF ASSOCIATION
The shareholders to note that the equity shares of your Company are listed on the Madras Stock Exchange (MSE), the National Stock Exchange of India Limited (NSE) and The Stock Exchange, Mumbai (BSE). The shares are actively traded on NSE and BSE.
The market price of the shares of the Company has witnessed significant spurt over the last 6 months. In order to improve the liquidity of the Company’s shares in the stock market and to make it affordable to the small investors, the Board of Directors of the Company (‘the Board’) at their meeting held on …………., considered it desirable to sub-divide the nominal value of the equity portion of the authorised share capital of the Company.
The shareholders may please note that presently the nominal value of the equity shares is Rs. 10/- each and consequent to the sub-division it is being divided into 5 (Five) equity shares of Rs. 2/- each. The date on which this sub-division would become effective, will be decided by the Board after obtaining the shareholders’ approval, which will be notified through the Stock Exchanges.
Shareholders attention is also invited to the fact that in view of the foregoing, the existing Capital Clause V in the Memorandum of Association and Article 4 in the Articles of Association of the Company relating to equity shares also need relevant amendment to give effect to the sub-division.
Accordingly, in terms of Section 192 A of the Companies Act, 1956, approval of the members is being sought through postal ballot for passing the Special Resolution as set out in the Notice.
Interest of Directors
The Directors of the Company are deemed to be concerned or interested in the resolution only to the extent of shares held by them in the Company.
1. Name(s) of shareholder(s) (in block : ................................................................ letters) (including joint holders, if any) ................................................................. named shareholder 3. Registered folio No./DP ID No./Client : .............................................................. ID No.* (*Applicable to investors holding shares in dematerialised 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. 2. 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. 3. 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 the 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 scrutineer to act as scrutineer. 5. Last date for receiving postal ballot papers by scrutineer. 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 scrutineer 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 handing over the ballot papers to the designated authority.
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