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Procedure for passing of a resolution by Postal Ballot pursuant to Section 192A and Companies (Passing of Resolutions by Postal Ballot) Rules, 2001.


1.     Send a notice of Board meeting to all the Directors of the Company along with its agenda.

2.     Convene the Board Meeting and take the decision to pass the resolution (for a particular subject e g. Alteration of Object Clause), by postal ballot.

3.     Board of Directors is to appoint a scrutinizer, who shall not be in the employment of the Company.

4.     Board to authorize Company Secretary to issue notice to shareholders.

5.     Notice should contain the draft resolution along with its explanation, requesting the shareholder to send their assent or dissent with in 30 days of postage of notice.

6.     Notice shall contain a note that the transaction at that serial no. requires consent of shareholders through postal ballot.

7.     Notice shall contain a pre-paid envelope, for the shareholders to give their reply.

8.     Notice should be send by either Registered post acknowledge due OR under certificate of posting.

9.     Advertisement in one English and vernacular language newspaper.

10.Scrutinizer shall submit his report as soon as possible, after the last date of receipt of postal ballots.

11.The Scrutinizer shall maintain a register to record the consent, along with all other details.

12.Ballot papers to be kept in safe custody of Scrutinizer, till the Chairman, considers, approves and signs the minutes of the meeting.

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