Indra Kumar, head of the legal and secretarial department of a conglomerate wants to understand from you that which of the following resolutions shall only be passed by the postal ballot. Assist him with your answers as
CS Executive · Company Law · PYQS · June 2022
Indra Kumar, head of the legal and secretarial department of a conglomerate wants to understand from you that which of the following resolutions shall only be passed by the postal ballot. Assist him with your answers as per the provisions of the Companies Act, 2013 based on the information available from the following table: Nature of Company Number of Members Subject matter for which resolution is proposed One Person company 1 Alteration of Articles of Association Unlisted Company 190 Buy-back of shares Listed Company 12,340 Election of small shareholders' Director
Answer & Explanation:
Company shall transact such items of business as the Central Government may, by notification, declare to be transacted only by means of postal ballot. Provided that any item of business required to be transacted by means of postal ballot under section 110(1)(a) of the Companies Act, 2013, may be transacted at a general meeting by a company which is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that section. As per Rule 22 of the Companies (Management and Administration) Rules, 2014 in relation to alteration of Articles of Association of the company, resolution relating to buy-back of shares and resolution relating to election of small shareholders' director shall be transacted through postal ballot. However, One Person Company and Companies having members up to 200 are not required to transact any business through postal ballot. Accordingly, Indra Kumar can be informed that: One Person Company and Unlisted Company are not required to pass resolution through postal ballot. Listed Company is required to transact the business of election of small shareholders' director through postal ballot since the number of members are in excess of 200.
Topics: Meetings of Board and its Powers
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