Appointment of Scrutinizer

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This query is : Resolved

Preety Gupta (Querist)

23 December 2010 Can an internal auditor be appointed as the scrutinizer for the purpose of alteration of object clause via, postal ballot?

Manmohan ACA, CS

Manmohan ACA, CS (Expert)

23 December 2010
The Companies (Passing of the Resolution by Postal Ballot) Rules, 2001

5. Procedure to be followed for conducting business through Postal Ballot:-
(a) The company may make a note below the notice of General Meeting for
understanding of members that the transaction(s) at Sl. No. requires consent of
shareholders through postal ballot;
(b) The board of directors shall appoint one scrutinizer, who is not in employment
of the company, may be a retired judge or any person of repute who, in the
opinion of the board can conduct the postal ballot voting process in a fair and
transparent manner;
(c) * The scrutinizer shall submit his report as soon as possible after the last date of
receipt of Postal Ballots.”;
(d) The scrutinizer will be willing to be appointed and he is available at the
Registered Office of the company for the purpose of ascertaining the requisite
majority;
(e) The scrutinizer shall maintain a register to record the consent or otherwise
received, including electronic media, mentioning the particulars of name,
address, folio number, number of shares, nominal value of shares, whether the
shares have voting, differential voting or non-voting rights and the Scrutinizer
shall also maintain record for postal ballot which are received in defaced or
mutilated form. The Postal Ballot and all other papers relating to postal ballot
will be under the safe custody of the Scrutinizer till the Chairman considers,
approves and sign the minutes of the meeting. Thereafter, the Scrutinizer shall
return the ballot papers and other related papers/register to the company so as to
preserve such ballot papers and other related papers/register safely till the
resolution is given effect to;
(f) * The consent or otherwise received after thirty days from the date of issue of
notice shall be treated as if reply from the member has not been received.

so the internal auditor being an employee of company can not be appointed .