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Board Resolution - Approval for conducting of business item through Postal Ballot

Draft Board Resolution along with Preamble for conducting of business item(s) through Postal Ballot

Chapter: VII

Section: 110

Rule: Rule 22 of the Companies (Management and Administration) Rules, 2014 and Secretarial Standard -2 (General Meeting)

Approximate Time Saving: 1 hour , 30 minutes

Product Information

This document consist of draft Board resolution, for conducting of business item(s) through Postal Ballotalong with Preamble in editable word format making it handy to use and save time and efforts of a professional.

This resolution includes:

1. Approval for conducting item(s) through Postal Ballot

2. Appointment of Scrutinizer for Postal Ballot

3. Appointment of Agency for e-Voting

4. Approval of draft Notice of Postal Ballot

5. Approval of Calendar of Events

6. Authorize the Company Secretary / director for the entire Postal Ballot process 


Additional Information

Section 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.

Rule 22

Pursuant to clause (a) of sub-section (1) of section 110, the following items of business shall be transacted only by means of voting through a postal ballot-

(a) alteration of the objects clause of the memorandum and in the case of the company in existence immediately before the commencement of the Act, alteration of the main objects of the memorandum;

(b) alteration of articles of association in relation to insertion or removal of provisions which, under sub-section (68) of section 2, are required to be included in the articles of a company in order to constitute it a private company;

(c) change in place of registered office outside the local limits of any city, town or village as specified in sub-section (5) of section 12;

(d) change in objects for which a company has raised money from public through prospectus and still has any unutilized amount out of the money so raised under sub-section (8) of section 13;

(e) issue of shares with differential rights as to voting or dividend or otherwise under subclause (ii) of clause (a) of section 43;

(f) variation in the rights attached to a class of shares or debentures or other securities as specified under section 48;

(g) buy-back of shares by a company under sub-section (1) of section 68;

(h) election of a director under section 151 of the Act;

(i) sale of the whole or substantially the whole of an undertaking of a company as specified under sub-clause (a) of sub-section (1) of section 180;

(j) giving loans or extending guarantee or providing security in excess of the limit specified under sub-section (3) of section 186:



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Approval for conducting of business item through postal ballot