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“Law and Procedure for conduct ing Posta l Bal lot “Law and Procedure for conduct ing Posta l Bal lot and eand e --vot ing under Companies Act ,2013”vot ing under Companies Act ,2013”

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Proprietor ‘ s Profile at a GlanceProprietor ‘ s Profile at a GlanceNavneet K. Arora & Co., Company Secretaries

BASIC DETAILS

Name of the Proprietor – CS Navneet Arora Year of Passing of ICSI Final Examination – June 1990 Date of becoming Associate Member of ICSI (ACS - 8421) – 3rd March 1992 Date of becoming Fellow Member of ICSI (FCS - 3214) – 21st July 1997 Date of holding Certificate of Practice (CP - 3005) – 20th November 1998 Experience (No. of Years) – 25 Years (15 Years in Practice)

EDUCATIONAL QUALIFICATION:

Master of Commerce. Fellow Member of The Institute of Company Secretaries of India Post Graduate Diploma in Financial Management

PROFESSIONAL ASSOCIATION / RECOGNITION / MEMBERSHIP OF CONFEDERATION BODIES:

Member - All India Management Association New Delhi (AIMA). Professional Member - PHD Chamber of Commerce and Industries, New Delhi. Appointed as Peer Reviewer by ICSI to conduct peer review of Practicing Member of ICSI. ICSI Certified participant of National Workshop on Diligence Report for Banks. Convener South Delhi Study Group of NIRC of the ICSI -2011, 2012, 2013 & 2014. Also Past Governing

Body Member of Kanpur Chapter of NIRC of the ICSI & Past Member of various Professional DevelopmentCommittee of NIRC of the ICSI.

Regular Participant, Speaker of Seminars / Workshop on the Professional Development Program ofvarious Professional Management Institutes including Institute of Company Secretaries of India (ICSI), AsiaPacific Institute of Management (AIM), National Foundation for Corporate Governance (NFCG) etc.

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“Law and Procedure for conduct ing Posta l “Law and Procedure for conduct ing Posta l Bal lot under Companies Act ,2013”Bal lot under Companies Act ,2013”

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Overview of the Postal BallotOverview of the Postal Ballot Members of the Company in the general meeting of the Company have a right to

cast their vote either by show of hands or through Ballot.

Postal Ballot generally means Shareholder’s have right to participate in themeeting without their physical presence in the meeting and to cast their vote foror against the passing of particular resolution by sending their Postal Ballot.

In Postal Ballot, company post a ballot to all the shareholders of the company andrequest to send back with their vote in favour or against the passing of theresolution in particular matter within the stipulated period.

Section 108 and 110 of the Company Act, 2013 and Companies (Management andAdministration) Rules, 2014 govern the law and procedure regarding the PostalBallot and Voting through electronic means.


P O S T A L B A L L O T U N D E R S E C T I O N 1 1 0 O F T H E P O S T A L B A L L O T U N D E R S E C T I O N 1 1 0 O F T H E C O M P A N I E S A C T , 2 0 1 3C O M P A N I E S A C T , 2 0 1 3

Notwithstanding anything contained in this Act, a company

(a) shall, in respect of such items of business as the Central Government may,by notification, declare to be transacted only by means of postal ballot; and

(b) may, in respect of any item of business, other than ordinary business andany business in respect of which directors or auditors have a right to be heardat any meeting, transact by means of postal ballot, in such manner as may beprescribed, instead of transacting such business at a general meeting.

If a resolution is assented to by the requisite majority of the shareholders bymeans of postal ballot, it shall be deemed to have been duly passed at ageneral meeting convened in that behalf.

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P o s t a l B a l l o t u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d P o s t a l B a l l o t u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4

Company is required or decides to pass any resolution by way of postal ballot, itshall send a notice to all the shareholders, along with a draft resolution explainingthe reasons there for and requesting them to send their assent or dissent inwriting on a postal ballot because postal ballot means voting by post or throughelectronic means within a period of thirty days from the date of dispatch of thenotice.

The notice shall be sent either (a) by Registered Post or speed post, or (b) throughelectronic means like registered e-mail id or (c) through courier service forfacilitating the communication of the assent or dissent of the shareholder to theresolution within the said period of thirty days.

An advertisement shall be published at least once in a vernacular newspaper inthe principal vernacular language of the district in which the registered office ofthe company is situated, and having a wide circulation in that district, and at leastonce in English language in an English newspaper having a wide circulation in thatdistrict, about having dispatched the ballot papers and specifying therein, interalia, the following matters, namely:-


(a) a statement to the effect that the business is to be transacted by postal ballotwhich includes voting by electronic means(b) the date of completion of dispatch of notices(c) the date of commencement of voting(d) the date of end of voting(e) the statement that any postal ballot received from the member beyond thesaid date will not be valid and voting whether by post or by electronic means shallnot be allowed beyond the said date(f) a statement to the effect that members, who have not received postal ballotforms may apply to the company and obtain a duplicate thereof(g) Contact details of the person responsible to address the grievances connected.

The notice of the postal ballot shall also be placed on the website of the companyforthwith after the notice is sent to the members and such notice shall remain onsuch website till the last date for receipt of the postal ballots from the members.

The Board of directors shall appoint one scrutinizer, who is not in employment ofthe company and who, in the opinion of the Board can conduct the postal ballotvoting process in a fair and transparent manner.

The scrutinizer shall be willing to be appointed and be available for the purpose ofascertaining the requisite majority.


P o s t a l B a l l o t U n d e r T h e C o m p a n i e s ( M a n a g e m e n t A n d P o s t a l B a l l o t U n d e r T h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 C o n t d . . A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 C o n t d . .

If a resolution is assented to by the requisite majority of the shareholders bymeans of postal ballot including voting by electronic means, it shall be deemed tohave been duly passed at a general meeting convened in that behalf.

Postal ballot received back from the shareholders shall be kept in the safe custodyof the scrutinizer and after the receipt of assent or dissent of the shareholder inwriting on a postal ballot, no person shall deface or destroy the ballot paper ordeclare the identity of the shareholder.

The scrutinizer shall submit his report as soon as possible after the last date ofreceipt of postal ballots but not later than seven days thereof.

The scrutinizer shall maintain a register either manually or electronically to recordtheir assent or dissent received, mentioning the particulars of name, address, folionumber or client ID of the shareholder, number of shares held by them, nominalvalue of such shares, whether the shares have differential voting rights, if any,details of postal ballots which are received in defaced or mutilated form and postalballot forms which are invalid.

The postal ballot and all other papers relating to postal ballot including voting byelectronic means, shall be under the safe custody of the scrutinizer till thechairman considers, approves and signs the minutes and thereafter, the scrutinizershall return the ballot papers and other related papers or register to the companywho shall preserve such ballot papers and other related papers or register safely.


P o s t a l B a l l o t U n d e r T h e C o m p a n i e s ( M a n a g e m e n t A n d P o s t a l B a l l o t U n d e r T h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 C o n t d . . C o n t d . .

The assent or dissent received after thirty days from the date of issue of noticeshall be treated as if reply from the member has not been received.

The results shall be declared by placing it, along with the scrutinizer’s report, onthe website of the company.

The resolution shall be deemed to be passed on the date of at a meeting convenedin that behalf.

The provisions of rule 20 regarding voting by electronic means shall apply, as far asapplicable, mutatis mutandis to this rule in respect of the voting by electronicmeans.


P o s t a l B a l l o t U n d e r T h e C o m p a n i e s ( M a n a g e m e n t A n d P o s t a l B a l l o t U n d e r T h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 C o n t d . . C o n t d . .

““Law and Procedure for conduct ing Law and Procedure for conduct ing ee --vot ing vot ing under Companies Act ,2013”under Companies Act ,2013”


EE -- V O T I N G U N D E R S E C T I O N 1 0 8 O F T H E V O T I N G U N D E R S E C T I O N 1 0 8 O F T H E C O M P A N I E S A C T , 2 0 1 3C O M P A N I E S A C T , 2 0 1 3

The Central Government may prescribe the class or classes of companiesand manner in which a member may exercise his right to vote by theelectronic means.

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EE -- V O T I N G U N D E R V O T I N G U N D E R T H E C O M P A N I E S T H E C O M P A N I E S ( M A N A G E M E N T A N D ( M A N A G E M E N T A N D

A D M I N I S T R A T I O N ) R U L E S , 2 0 1 4A D M I N I S T R A T I O N ) R U L E S , 2 0 1 4 The provisions of this rule shall Apply in respect of the general meeting

For which notice are issued on or before the date of commencement ofthis rule.

Every company other than a company referred to in chapter XB or chapterXC of the Securities and Exchange Board of India ( Issue of Capital andDisclosure Requirement ) Regulation 2009 having its equity shares listedon a recognised stock exchange or a company having not less than onethousand members, shall provide to its members facility to exercise theirright to vote on resolutions proposed to be considered at generalmeetings by electronic means.


Company to which provide the facility to its members to exercise voting byelectronic means shall comply with the following procedure.

The notices of the meeting shall be sent to all the members, directors andauditors of the company, either

(a) by registered post or speed post(b) through electronic means, namely, registered e-mail id of the recipient or(c) by courier service

The notice shall also be placed on the website, if any, of the company and of theagency forthwith after it is sent to the members.

The notice of the meeting shall clearly state

(a) that the company is providing facility for voting by electronic means andthe business may be transacted through such voting.(b) that the facility for voting, either through electronic voting system orballot or polling paper shell also be made available at the meeting andmembers attending the meeting who have not already cast their vote byremote e-voting shall be able to exercise their right at the meeting.(c) that the members who have cast their vote by remote e-voting prior to themeeting may also attend the meeting but shall not be entitled to cast theirvote again.


EE -- V o t i n g u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d V o t i n g u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 C o n t d .A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 C o n t d .

The notice shall indicate the process and manner for voting by electronic means indicate the time schedule including the time period during

which the votes may be cast by remote e-voting provide the detail about the login ID specify the process and manner for generating or receiving the

password and for casting of vote in a secure manner

The company shall cause a public notice by way of an advertisement to bepublished immediately on completion of despatch of notices for themeeting under clause (i) of sub-rule (4) but at least twenty one daysbefore the date of general meeting, at least once in a vernacularnewspaper in the principal vernacular language of the district in which theregistered office of the company is situated, and having a wide circulationin that district, and at least once in English language in an Englishnewspaper having a country-wide circulation and specifying in the saidadvertisement, inter alia, the following matters, namely:-


EE -- V o t i n g u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) V o t i n g u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 R u l e s , 2 0 1 4 C o n t d . .C o n t d . .

(a) statement that the business may be transacted through voting by electronicmeans

(b) the date and time of commencement of remote e-voting (c) the date and time of end of remote e-voting (d) cut-off date (e) the manner in which persons who have acquired shares and become members

of the company after the despatch of the notice may obtain the login ID andpassword

(f) the statement that(i) remote e-voting shall not be allowed beyond the said date and time;(ii) the manner in which the company shall provide for voting by memberspresent at the meeting; and(iii) a member may participate in the general meeting even after exercising hisright to vote through remote e-voting but shall not be allowed to vote againin the meeting and(iv) a person whose name is recorded in the register of members or in theregister of beneficial owners maintained by the depositories as on the cut-offdate only shall be entitled to avail the facility of remote e-voting as well asvoting in the general meeting;


EE -- V o t i n g u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d V o t i n g u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 C o n t i . .A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 C o n t i . .

(g) website address of the company, if any, and of the agency where notice ofthe meeting is displayed; and(h) name, designation, address, e-mail id and phone number of the personresponsible to address the grievances connected with facility for voting byelectronic means

Provided that the public notice shall be placed on the website of the company, ifany, and of the agency

The facility for remote e-voting shall remain open for not less than three days andshall close at 5.00 P.M, on the date preceding the date of the general meeting

During the period when facility for remote e-voting is provided, the members ofthe company, holding shares either in physical form or in dematerialised form, ason the cut-off date, may opt for remote e-voting

Provided that once the vote on a resolution is cast by the member, he shall not beallowed to change it subsequently or cast the vote again

Provided further that a member may participate in the general meeting even afterexercising his right to vote through remote e-voting but shall not be allowed tovote again

At the end of the remote e-voting period, the facility shall forthwith be blocked.



Provided that if a company opts to provide the same electronic voting system asused during remote e-voting during the general meeting, the said facility shall be inoperation till all the resolutions are considered and voted upon in the meeting andmay be used for voting only by the members attending the meeting and who havenot exercised their right to vote through remote e-voting.

The Board of Directors shall appoint one or more Scrutinizer, who may be CharteredAccountant in practice, Cost Accountant in practice, or Company Secretary in practiceor an Advocate, or any other person who is not in employment of the company andis a person of repute who, in the opinion of the Board can scrutinize the voting andremote e-voting process in a fair and transparent manner

provided that the scrutinizer so appointed may take assistance of a person who is notin employment of the company and who is well-versed with the e-voting system

The scrutinizer shall be willing to be appointed and be available for the purpose ofascertaining the requisite majority\

The Chairman shall, al the general meeting at the end of discussion on theresolutions on which voting is to be held, allow voting, as provided in clauses (a) to(h) of sub-rule (1) of rule 21, as applicable, with the assistance of scrutinisers, by useof ballot or polling paper or by using an electronic voting system for all thosemembers who are present at the general meeting but have not cast their votes byavailing the remote e-voting facility.



The scrutinizer shall, immediately after the conclusion of voting at the generalmeeting & first count the votes cast at the meeting & thereafter unblock the votescast through remote e-voting in the presence of at least two witnesses not in theemployment of the company and make, not later than three days of conclusion ofthe meeting, a consolidated scrutiniser's report of the total votes cast in favour oragainst, if any, or the Chairman or a person authorised by him in writing who shallcountersign the same

Provided that the Chairman or a person authorised by him in writing shall declarethe result of the voting forth with

Explanation- it is hereby clarified that the manner in which members have casttheir votes, that is, affirming or negating the resolution, shall remain secret andnot available to the Chairman, Scrutiniser or any other person till the votes arecast in the meeting.

For the purpose of ensuring that members who have cast their votes throughremote e-voting do not vote again at the general meeting, the scrutinisers shallhave access, after the closure of period for remote e-voting and before the start ofgeneral meeting, to details relating to members, such as their names, folios,number of shares held and such other information that the scrutinisers mayrequire, who have cast votes through remote e-voting but not the manner inwhich they have cast their votes


EE -- V o t i n g u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) V o t i n g u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 C o n t i . .R u l e s , 2 0 1 4 C o n t i . .

The scrutinizer shall maintain a register either manually or electronically to recordthe assent or dissent received, mentioning the particulars of name, address, folionumber or client ID of the members, number of shares held by them, nominalvalue of such shares and whether the shares have differential voting rights.

The register and all other papers relating to voting by electronic means shallremain in the safe custody of the scrutinizer until the chairman considers,approves and signs the minutes and thereafter, the scrutinizer shall hand over theregister and other related papers to the company

The results declared along with the report shall be placed on the website of thecompany, if any, and on the website of the agency immediately after the result isdeclared by the Chairman

Provided that in case of Companies whose equity shares are listed on a recognisedstock exchange the company shall, simultaneously, forward the results to theconcerned stock exchange or exchanges where its equity shares are listed and suchstock exchange or exchanges shall place the result on its or their website.

Subject to receipt of requisite number of votes, the resolution shall be deemed tobe passed on the date of the relevant general meeting.



Explanation- For the purposes of this clause, the requisite number of votes shall be the voles required to pass the resolution as the 'ordinary resolution' or the 'special resolution', as the case may be, under section I 14 of the Act.

A resolution proposed to be considered through voting by electronic means shall not be withdrawn.


EE -- V o t i n g u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) V o t i n g u n d e r t h e C o m p a n i e s ( M a n a g e m e n t A n d A d m i n i s t r a t i o n ) R u l e s , 2 0 1 4 C o n t i . .R u l e s , 2 0 1 4 C o n t i . .

Management & AdministrationManagement & Administration

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Our Professional Team shall provideProfessional Expertise in resolving

shortcomings & advisory in changing methodody for compliance mechanism.


Our Professional Association with your esteemed Organization


Our Gamut Of ServicesOur Gamut Of ServicesOur Gamut Of ServicesOur Gamut Of ServicesCorporate Law Advisory, Corporate Compliance Management Advisory Services for Public, Private, OPC and LLPOrganization.

Secretarial Audit / Due Diligence Audit / Corporate Governance Compliance Certification Services.

Advisory Services for Initial Public Offer, Right Offer, Preferential Offer, Public Offer through Book-BuildingProcess, Capital Restructuring, Public, Private & Preferential offer of Tax Free Bonds.

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Corporate Restructuring, Valuation & Strategic Advisory services Including Merger, Demerger, Amalgamation &Takeover Advisory Services.

Project Management, Profitability Analysis Study & Financial Advisory Services.

Implementation of Strategic Issues including preparation of documents, submission and appearances thereofbefore various regulatory authorities such as Ministry of Corporate Affairs, ROC, CLB, RD, NCLS etc.

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Other Offerings: Virtual Office Management Services, Accountancy, Direct And Indirect Taxation & E-filing Compliance Management Services.


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