Scrutinizer, matter in which the meeting chairman shall get the poll scrutinized process and thereon report.


Scrutinizer provided shall ensure the meeting chairman with the registrar of members, specimen of signature of the members Proxies register and attendance register.

The scrutinizers are given with the register of members, the members specimen signatures, registrar of proxies and the attendance register.

The scrutinizers shall arrange for papers polling and the members to distribute them and present proxies at the meeting present; in joint shareholders case given the polling paper to the named holder first or in the joint holder absence attending the meeting in the folio chronological order and shall be given the polling paper in Form No.MGT.12

The Scrutinizers shall keep a record of the received polling papers to poll in response, by initiatiing it.

The scrutinizers shall lock and seal an polling box which is empty in the members and proxies presence.

The scrutinizer shall open the polling box of two persons in presence as witnesses after completing the voting process.

In the ambiguity case about a proxy validity the scrutinizer shall make sure the validity with the chairman in consultation.

The scrutinizer shall ensure that if a member who has appointed a proxy in person has voted, the vote’s of proxy shall be disregarded.

The scrutinizer shall count the votes cast on poll and thereon a report has been prepared address to the chairman.

Where conducting a voting by electronic means under the provisions of section 108 and made rules there under the company shall issue all the support which is necessary technical or otherwise to the scrutinize-rs in orderly voting has been conducted and thereof the result has been started counting.

The scrutinize-rs shall submit to the chairman the result who shall counter the same has been sign.

The Chairman shall make sure the voting on poll result. The result may either announced by him or a authorized person by him in writing.

The appointed scrutinize-rs for the poll, shall submit a report to the meeting of the chairman in Form No. MGT.13 and shall be signed the report by the scrutinizer and in case, there is more than one scrutinizer by all the scrutinizer and shall be submitted by the same by them-to the meeting of the chairman from the date which the poll has conducted within seven days.

Procedure to be followed for business conduction through a postal ballot.


Where a required company or decides to pass-by way of postal ballot any resolution, it shall send all the shareholders notice,a long with the resolution draft-explaining therefor the reasons and requesting them to sent their assent or in writing the dissent on a postal ballot because postal ballot means voting by post or through electronic means within thirty days period from the dispatch date of the notice.

The notice shall be either sent (a) by Registered post or post speed, or (b) through electronic means like e-mail id registered or (c) through courier service for the communication facilitating of the assent or the shareholder dissent to the resolution within the thirty days mentioned period.

An advertisement shall be published atleast once in a vernacular newspaper in the principle vernacular language of the district in which the company registered office is located, and in that district a wide circulation in that district and in English language atleast once in a English newspaper having a wide circulation in that district and once atleast in that district in English language in the English newspaper having a circulation which is wide in that district about having dispatched specifying therein and the ballot papers, inter alia namely the following matters:-

a, a statement that the business to the effect by postal ballot is to be transacted that includes by electronic means of voting.

the completion date by notice dispatch ;

the commencement voting date;

the end of voting date;

the statement that any received postal ballot from the member beyond the date said will not be valid and whether voting by post or electronic means shall not be permitted beyond the date said;

To the effect that members said, postal ballot who have not received forms to the company may be applied and thereof obtaining the duplicate and

contact details of the responsible person to the grievance address connected by postal ballot with the voting by electronic means including voting.

The postal ballot notice shall be placed on the company website forthwith after the notice to the members which is sent and such notice shall remain website such till the receipt last date form the members of the postal ballots.

The directors board shall appoint one scrutunizer who is not in the company employment and who, in the Board opinion can conduct the voting process of the postal ballot in transparent and fair manner.

The scrutinizer shall be willing to be appointed and for the purpose be available of the requisite majority ascertaining.

The assented resolution to by the shareholders requisite majority by means of postal ballot including by electronic means of voting, it shall be deemed to have passed duly at a general meeting in that behalf convened.

Received postal ballot back from the shareholders shall be kept in the custody which is safe of the scrutinizer and after the receipt of dissent or assent of the shareholder in writing on a postal ballot, no person shall destroy or deface the ballot paper or declare the shareholder identity.

The scrutinizer shall submit his report as soon as possible after the receipt of postal ballot last date thereof but not later than seven days.

The scrutinizer shall either manually maintain a register or electronically to their assent record or received dissent, mentioning the name particulars, address, folio number or the shareholder client ID, shares number held by them such shares nominal value whether the shares have differential voting rights if any, the postal ballot details which are received in defaced or form mutilitated and which are invalid postal ballot forms.

All other papers relating to postal ballot and the postal ballot by electronic means including rights shall be under the scrutinizer safe custody till considers the chairman sign and approves the minutes and thereafter, the scrutinizer shall return other related papers and the ballot papers or to the company register who shall safe guard ballot papers such and safety register and other related papers.

The received assent or dissent after thirty days from the issue date of notice shall be treated as if reply from the member has not been received.

The declared results by placing it, along with the report of scrutinizer’s on the company website.

The resolution shall be deemed on the date to be passed of at a meeting convened in that behalf.

The rule 20 provisions regarding by electronic means of voting shall apply as far as applicable mutatis mutandis in accordance of the voting to this rule by electronic means.

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

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

Alteration of the articles of association to provisions removal or to insertion provisions which, under sub-section (68) of section 2, are needed to be-included in the company articles in order to constitute it a company which is private.

change in a registered office place of company outside any city local limits, town or village as mentioned in sub-section 5 of section 12;

change in objects for which has raised the money from the public through prospectus and still has utilized out of the money amount so raised under sub-section 8 of the section 13.

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

Variation in the rights to a class of shares attached or debentures or as specified other securities in sub-section (5) of section 13;

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

A director election under section section 151 of the Act;

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

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

Given that One Person company and other companies having members upto two hundred are not needed to transact any business through postal ballot.

Special Notice;

A required special notice to be given to the company shall be signed, either collectively of individually by such number of members holding not less than total voting power of one percent or holding shares on which an aggregate sum of not less than rupees five lakh has been paid up of the notice on the date.

The notice to in sub-rule (1) referred shall be sent to the company by members not earlier than three months but at least fourteen days before the meeting date at which the resolution is to be moved, exclusive of the day on which the given notice and the meeting day.

The company  shall immediately after the notice receipt give its members the resolution notice at least seven days before the meeting, exclusive of the day of the notice dispatch and the meeting day in the manner which is same as it gives notice of any general meetings

Where it is not practicable in the same manner to give the notice as it gives notice of any general meetings, the notice shall be published in the English language in English newspaper and in vernacular newspaper in vernacular language, both having circulation which is wide in the State where the Company registered office is located and such notice also to be posted on the website, if any of the Company.

The notice shall be published seven days at least before the meeting, exclusively the publication date of the notice and the meeting day.

Resolution and to be filed the agreement.

every resolution copy or any agreement required to be filed, together with the explanatory statement under section 102, if any with the registrar shall be filed in Form No. MGT. 14 along with the fee.

Minutes of general meetings proceedings, meeting of Board of Directors and other resolutions and meetings passed by postal ballot.

A district minute book shall be maintained for meeting each type namely:-

a, the members general meetings

the creditors meetings’the Board meetings and’

Meeting of each of the Boards committees

Explanation— For this sub-rule purpose, passed resolution by postal ballot shall be recorded in general meetings minute book as if it has been deemed in the general meeting to be passed.

The proceedings minute of each meeting shall be entered in the books for that purpose maintained along with such entry date within the conclusion of the meeting of the thirty days.

In case of every passed resolution by postal ballot, a brief report on the conducted postal ballot including the proposed resolution the voting result thereon and the summary of the report’s of the scrutinizers shall be entered in the minutes books of the general meetings along with such entry date within thirty days from the resolution passing date.

The minute books of general meetings shall be kept at the company registered office for company registration and shall be permanently preserved and kept in the company secretary custody or duly authorized any director by the board or at such place by the board as may be approved.

The minutes board book and the meetings of the committee shall be preserved permanently and kept in the company secretary custody of the company or duly authorized any director for the purpose by the board and shall be kept in the office that was registered or as Board may decide such place.

Cost of general meeting minute book.

Any member shall be entitled to be furnished, with seven working days after he has made a request to the company in the behalf, with any minutes copy of any general meeting, of such sum on payment as may be indicated in the articles of the company association but not exceeding a sum of rupees ten for each page or any page part.

Given that the member who has made a request of soft copy for provision in accordance of minutes of prior general meetings held during a period of preceding three financial years immediately shall be entitled to be furnished, with the same free of cost.

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