2019 (12) TMI 733 - Tri - Companies Law

E-Voting/voting of members by means of postal ballot - Inclusion of Rule 22 of Companies (Management and Administration), Rules, 2014 for providing Postal Ballot facility in pursuant to Section 230(6) of the Companies, Act, 2013 - Enlargement of Dates for providing E-voting facility as per the Postal ballot Rules to 30 (thirty) days - Extending dispatch of Notice by way of physical means to physically held shares in addition to dispatch of notice electronically. HELD THAT - The prayer made by the Transferor Company is allowed. The Transferor Company is permitted to conduct the voting of the Shareholders through Postal Ballot as per Rule 22 of the Companies (Management and Administration) Rules, 2014. The date for providing E-voting facility as per the Postal Ballot Rules is enlarged upto the period of 30 (thirty) days, as prayed for. The Transferor Company is also permitted to effect the service of notice to the Shareholders either by way of physical or/and by electronic means. Application disposed off.

Summary

Issues: Inclusion of Rule 22 of Companies (Management and Administration) Rules, 2014 for Postal Ballot facility; Enlargement of Dates for E-voting facility; Extending dispatch of Notice by physical means.

Analysis:
1. Inclusion of Rule 22 for Postal Ballot Facility: The Tribunal considered an application regarding the inclusion of Rule 22 of Companies (Management and Administration) Rules, 2014 for providing the Postal Ballot facility in accordance with Section 230(6) of the Companies Act, 2013. The Transferor Company was directed to conduct a meeting of the Shareholders for a Scheme of Demerger and provide E-voting as per Rule 20. The Applicant argued for voting by Postal Ballot as per Rule 22. The Tribunal allowed the prayer, permitting the Transferor Company to conduct Shareholder voting through Postal Ballot as per Rule 22.

2. Enlargement of Dates for E-voting Facility: The Applicant also requested an extension of the period for providing E-voting facility to 30 days, in line with Postal Ballot Rules. The Tribunal granted this request, enlarging the date for E-voting facility to 30 days as prayed for. This decision aligns with the procedural requirements to ensure adequate time for shareholders to participate in the voting process effectively.

3. Extending Dispatch of Notice by Physical Means: Another aspect addressed was the dispatch of notices to physically held shares, in addition to electronic means. The Tribunal allowed the Transferor Company to serve notices to Shareholders by physical and/or electronic means. This decision ensures that all Shareholders, irrespective of their shareholding form, receive communication effectively, enhancing transparency and compliance with legal requirements.

4. Final Disposition: Consequently, the Tribunal modified the previous order and disposed of the application. By allowing the inclusion of Rule 22 for Postal Ballot facility, extending the E-voting period, and permitting notice dispatch by physical means, the Tribunal ensured compliance with statutory provisions and facilitated a fair and transparent process for Shareholder participation in corporate decision-making.