Jun 3, 2011

Companies (Passing of te Resolution by Postal Ballot) Rules 2011

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Though not notified yet, the Ministry of Corporate Affairs on 30th May 2011 came out with the Companies (Passing of the resolution by Postal Ballot) Rules 2011 in exercise of its powers conferred by Section 192A read with clauses (a) & (b) of sub-section (1) of Section 642 of the Companies Act, 1956.
The salient features of the same are herewith reproduced.
Companies (Passing of the resolution by Postal Ballot) Rules 2011






Listed Company with reference to specified list of business


Specified List of Business

  Same as before being:-   
     (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 272A;
     (h)   election of a director under proviso to sub-section (1) of section 252 of the Act;
      (j)   variation in the rights attached to a class of shares or debentures or other securities as specified under section 106


Method of dispatch Notice

  • Under Registered Post Acknowledgement Due or
  • Any other secured mode of posting provided by Department of Post; or
  • Through electronic mode

Electronic mail is allowed wherein the company has obtained e-mail addresses of the members and given an advance opportunity to the members to register their e-mail and make changes therein from time to time with the concerned depository


Disclosure in notice

Whether the voting is allowed through postal ballot or electronic mail, if through electronic mode then the process and manner of voting by electronic mode provided by the agency. 


Newspaper Advertisement

In leading English and one vernacular newspaper circulating in the state where the registered office of the company is situated specifying

  • Date of completion of dispatch of notice
  • Date of commencement and ending of voting through postal ballot or electronic mode
  • Last date of  receipt of postal ballot notices which should be 30 days from the date of completion of dispatch
  • Provision to apply for duplicate form thereof

Procedure to be followed

  • To mention a note below the notice of the Meeting that the resolution require consent of the shareholders through postal ballot
  • Appointment of scrutinizer
  • Submission of report by scrutinizer
  • Presence of scrutinizer at the Registered office to ascertain requisite majority
  • Scrutinizer to maintain a register to record the result
  • Procedure specified by agency to be followed for voting through electronic mode
The agency aforesaid has to be duly approved by the Ministry of Corporate Affairs. Subject to obtaining the certificate from STQX Directorate, Department of Information Technology, Ministry of Communications & IT, Govt of India, NSDL and CDSL have been approved by the Ministry of Corporate Affairs for such purpose. This has already been specified in Ministry circular No. 21/2011 dated 02.05.2011.
Ambiguities Herein
As per the wordings used in this Notification, the voting option to be given by the company to its shareholders has to be either postal ballot or through electronic mode. The company cannot in such case provide both the options to its shareholders. This should have been there for at least those shareholders whose e-mail id is not registered with the company.
To read the complete text of notification click here:-


Ministry of Corporate Affairs vide General Circular No 33/201 dated 01.06.2011 came up with a circular to  cling hard against the companies which are not filing upto to date Annual Filing documents and are just making event based filing. The Circular would be effective w.e.f 3rd July, 2011.
Ministry has clarified that no other event based filing except Form 32, 20B, 21A, DIN-3,21, 23AC,23ACA, 1INV, 23B and 66 would be accepted by the Registrar of Companies from these companies and this too just to ensure the interest of the stakeholders.
It has also been clarified that:

  • No other e-filing would be accepted from the Directors of the defaulting companies for any other company also.
  • CS/Auditor shall not sign and certify any other form except one mentioned here above.
  • No certificate would be issued by members of ICAI, ICSI and ICWAI other than for forms mentioned here above.
To read the complete text of circular click here:-

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