New Rules for Passing of the Resolution through Postal Ballot

In 2001, to give effect to the provisions of Section 192A of the Companies Act, 1956 (the Act), the Central Government in exercise of the powers issued rules for passing resolution by Postal Ballot called the Companies (Passing of Resolution by Postal Ballot) Rules, 2001 (Principal Rules).

Even though the Principal Rules defined the term Postal Ballot to include voting by shareholders by postal or electronic mode, the appropriate mechanism for electronic voting was not prescribed therein.

The Central Government has vide Notification dated 30 May 2011 issued new set of rules for passing of resolution by Postal Ballot called, the Companies (Passing of Resolution by Postal Ballot) Rules, 2011 (New Rules), which will supersede the Principal Rules.

Key changes/additions incorporated in the New Rules are as under:

Particulars	New Rules	Principal Rules
Definition of Voting by Electronic Mode	A process for recording votes by the members using a computer based machine to display an electronic ballot and to record the vote and also the number of votes polled in favour or against such that the entire voting gets registeredand counted in an electronic registry in a centralized server.	Not defined
Modes  ofSending Notice	(i)   Under Registered PostAcknowledgement Due; or(ii) Through  any  other secured mode of posting provided by Department of Post; or (iii) Through electronic mail.	(i)   UnderRegistered Post  acknowledgementDue; or(ii) UnderCertificate of Posting.
Notice should mention thefollowing	Whether voting would be through postal ballot or by electronic mode. In case of electronic mode, the process and  manner for such voting provided by the Agency	Not provided.
Postal Ballot Advertisementto contain the following	Date of completion of dispatch of notices; Date of commencement and end of voting through postal ballot or by electronic mode; Statement that any postal ballot received from member beyond the said date will not be valid; and Statement that members who have not received postal ballot forms may apply to the Company and obtain a duplicate thereof.	Not provided.

Agency means an agency approved by the Ministry of Corporate Affairs (MCA) appointed for providing and supervising electronic platform for voting. MCA has presently authorised only National Security DepositoryLtd and Central Depository Services (India) Ltd as such agencies subject to the condition that they obtain a certificate from Standardisation Testing and Quality Certification (STQC) Directorate, Department of Information Technology, Ministry of Communication and IT, Government of India, New Delhi.