1. Postal ballot allows shareholders to vote by post or electronically on resolutions instead of voting in person at shareholder meetings. 2. Public limited companies listed on stock exchanges must use postal ballots for certain types of important resolutions affecting shareholder rights. 3. The process involves appointing scrutinizers, sending shareholders a notice of resolutions with explanations, collecting votes, allowing the scrutinizers to submit a report on the results, and having the chairman declare the final outcome.

2. POSTAL BALLOT :
An election where the voters caste their vote
through ballot papers by post.
(2) A vote made on an official form which is then
sent through the post. Means
OR

3. OBJECTIVE :
With an objective of larger shareholders
participation in the decision making process of
companies, Section 192A was inserted in the
Companies Act, 1956 through the Companies
(Amendment) Act, 2000.

4. As per (Passing of the Resolution by Postal Ballot) Rules, 2001
"Postal Ballot" as voting by shareholders by postal or electronic mode
instead of voting personally by presenting for transacting businesses in a
general meeting of the company. These provisions enable companies to
transact any business through postal ballot/e-voting.

5. 1. The Companies Act 1956,
2. Passing of (resolution by postal ballot) rules 2011

6. Applicable on Public Ltd. Company listed with Stock Exchange
Not Applicable on :
1.) Unlisted Public Company
2.) Private Limited Company

7. 1. Alteration in the objects clause of memorandum of
association
2. alteration of articles of association in relation to
insertion of provisions defining a private company;
3. buy-back of own shares by a company under section
77A;
4. issue of shares with differential voting rights under
section 86(a)(ii);
5. change in place of registered office outside local
limits of any city, town or village;
6. sale of whole or substantially the whole of
undertaking of a company under section 293(l)(a);
7. giving loans or extending guarantee or providing
security in excess of the limit prescribed under
section 372A(l);
8. election of small shareholders' director under section

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9. Conduct Meeting of Board of Directors
Pass Appropriate Resolution for :
Authorize Company Secretary along with a Functional Director
for completion of process;
Appoint Scrutinizers ;
Approve Draft Notice Which is Send to Shareholders.

10. Notice of resolution be sent to all
shareholders along with a draft resolution
explaining reasons therefore and
requesting them to send assent or dissent
in writing on a postal ballot within 30 days
of posting the letter
.

11. Mode of dispatch of Notice :
OR
Along
with

12. Notes in Notice :
Explanatory Notes should be Send along with Notice :
 For Better understanding of Shareholders
 For each Proposed Resoluation.

13. Publication of Notice
 In One Leading English Newspaper
 In One Vernacular Newspaper

14. Appointment of Scrutinizers
 Board should appoint 1 scrutinizer.
 Who is not employee of the Com.

15. Who can be a Scrutinizers ?
o A Retired Judge, or
o Any person of repute in Board opinion
o Generally A Practicing Company Secretary

16. Duration of office of Scrutinizers ?
35 Days
From the Date of Issue of Notice for GM
Excluding Holidays

17. Maintenance of record by scrutinizer
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.

18. 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.
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19. VOTING RIGHTS
Proportionate to Shareholding
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20. Effect of non-receipt of assent or dissent.
If not received
Within 30 days
from the Date of
issue of Notice
Shall be treated as if
reply has not been
received from the
member.

21. Submission of report by scrutinizer.
for ascertaining
the requisite
majority.
ASAP after
the last date
of receipt of
postal ballots
shall be
available at the
registered office
of the company.

22. Declaration of results:
Chairman
Declares
Results & Sign
Minutes.