Dear Shri Rengarajanji,
Many things are silent in the Act and compliance itself!!!! Who cares ? Registrar of Companies for Compliance !! Cash counter, Ministry of Corporate affairs offices.
Regards,
Regards,
Shah D J
On Sunday, 9 August 2015 10:24 AM, "CS A Rengarajan csarengarajan@gmail.com [aaykarbhavan]" <aaykarbhavan@yahoogroups.com> wrote:
A very few companies (Not many companies ) viz Oriental Hotels Ltd, Sundram Finance Limited and Tata Global Beverages ltd have sent BALLOT FORM and a prepaid self addressed envelope, along with AGM Notice.
E voting Rules do not prescribe Ballot Form and self addressed prepaid envelope
Only Sec 110 of the Companies Act and pertaining rules thereto for Postal Ballot Prescribe Ballot Form and a prepaid self addressed envelopeClause 35 B ( Amended)(i) The issuer agrees to provide e-voting facility to its shareholders, in respect of all shareholders' resolutions, to be passed at General Meetings or through postal ballot. Such e-voting facility shall be kept open for such period specified under the Companies (Management and Administration) Rules, 2014 for shareholders to send their assent or dissent. (ii) Issuer shall continue to enable those shareholders, who do not have access to evoting facility, to send their assent or dissent in writing on a postal ballot as per the provisions of the Companies (Management and Administration) Rules, 2014 or amendments made thereto. (iii) Issuer shall utilize the service of any one of the agencies providing e-voting platform, which is in compliance with conditions specified by the Ministry of Corporate Affairs, Government of India, from time to time. (iv) Issuer shall mention the Internet link of such e-voting platform in the notice to their shareholder
For General meeting persons who could not avail e voting can come in person and vote at the poll
Those who could not come in person or use the e voting facility could use the Proxy form MGT 11 which contains the format of polling paper and they can give their choice in favour or against the resolutions detailed therein.
But the Ballot Paper sent with a self addressed prepaid envelope will amount to following Section 110 of the Companies Act 2013 which PROHIBITS voting thru Postal Ballot Resolutions come under Ordinary Business i.e. Passing of Accounts ; Declaration of Dividend , re appointment of retiring Directors and Reappoint of Auditors.110. (1) 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 and any business in respect of which directors or auditors have a right to be heard at any meeting, transact by means of postal ballot,in such manner as may be prescribed, instead of transacting such business at a general meeting.Thus the companies sent BALLOT PAPER with self addressed pre paid envelope VIOLATE Section 110 of Companies Act 2013.Secretarial Standard (SS2) General meeting is silent on this.
In view of the above clarification from MCA //SEBI is needed on this
Members opinion, please
--A.Rengarajan
Practising Company Secretary
Chennai
Mobile 93810 11200"LET US SUPPORT COMPANY SECRETARY BENEVOLENT FUND FOR COMMON CAUSE
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Posted by: Dipak Shah <djshah1944@yahoo.com>
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