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Is passing of resolution b postal ballot mandatory?

09 July 2013

Dear all kindly help me to clarify as to whether it is mandatory to pass a resolution through postal pallot in a listed company under section 372A, 293(1) (a) and (d) or can i take it up in the ensuing annual general meeting instead of going through postal ballot process?

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7 Replies

Vidisha Gupta (Company Secretary) (91 Points)
Replied 09 July 2013

Yes it is mandatory for more explanation please follow this link: https://s3.amazonaws.com/caclubindia/cdn/forum/files/646638_922822_postal_ballot_businesses_for_listed_cos.pdf

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ACS Sheenam Pitroda (CS) (52 Points)
Replied 09 July 2013

but it is a mere way out so that if frequently membres meeting cannot b held we can pass a resolution by postal ballot isnt it so?..................

Vidisha Gupta (Company Secretary) (91 Points)
Replied 09 July 2013

True to some extent but the reason for postal ballot is generally bcoz in case listed company it is difficult in the part of all member to attend the meeting at one place so they are sent postal ballot for getting their opinion. moreover in your case if it with in the limit prescribed under sec372A it can be passed through board meeting also...

ACS Sheenam Pitroda (CS) (52 Points)
Replied 09 July 2013

no the limits exceeds .........now what to do......just one doubt whether it is mandatory...........read the section 192A and rules again and help me

Vidisha Gupta (Company Secretary) (91 Points)
Replied 09 July 2013

Dear as per my opinion and interpretation of The Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 it is wrirten List of businesses in which the resolutions shall be passed through Postal Ballot. and section 192A says whatever business Defined by central government to be passed through only postal ballot shall be passed through that method only and it is deemed to have been passed at the general meeting convened in this behalf that means result of postal ballot is to be approved in the general meeting convened in this behlaf.....but more interpretation from expert is sought.

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ACS Sheenam Pitroda (CS) (52 Points)
Replied 09 July 2013

yes and the section says :-

(1) Notwithstanding anything contained in the foregoing provisions of this Act, a listed public company may, and in the case of resolutions relating to such business as the Central Government may, by notification, declare to be conducted only by postal ballot, shall, get any resolution passed by means of a postal ballot, instead of transacting the business in general meeting of the company.

(2) Where a company decides to pass any resolution by resorting to postal ballot, it 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 a period of thirty days from the date of posting of the letter.

Here sub section 2 explains that " where the company decdes to resort to postal ballot and secondly sub section 1 says that only postal ballot which should mean that only throigh postal ballot and not any other formality is required viz. EGM or AGM but it is not saying "by postal ballot only" so we can say that we can pass it by other means as well.

Vidisha Gupta (Company Secretary) (91 Points)
Replied 09 July 2013

Dear Sheenam,

Please Read it once again.....what it is saying that a pulic limited company may pass any matter by way of postal ballot instead of instead of transacting the business in general meeting of the company. That means in addition to resolution prescribe by CG they can pass any other resolution which is required to be passed in general meeting through postal ballot..

you are taking it in the way you wish to have it...so please get the same comfirmed before taking it from expert.....all the best and please update me too if i am wroung some where.