Rule 5 - Procedure to be followed for conducting business through postal ballot. - Companies (Passing of the Resolution by Postal Ballot) Rules, 2001

Procedure to be followed for conducting business through postal ballot. 05. (a) The company may make a note below the notice of general meeting for understanding of members that the transaction(s) at serial number requires consent of shareholders through postal ballot; (b) The board of directors shall appoint one scrutinizer, who is not in employment of the company, may be a retired judge or any person of repute who, in the opinion of the board can conduct the postal ballot voting process in a fair and transparent manner; [1] [(c) The scrutinizer shall submit his report as soon as possible after the last date of receipt of Postal Ballots;] (d) The scrutinizer will be willing to be appointed and he is available at the registered office of the company for the purpose of ascertaining the requisite majority; (e) The scrutinizer shall maintain a register to record the consent or otherwise received, including electronic media, mentioning the particulars of name, address, folio number, number of shares, nominal value of shares, whether the shares have voting, differential voting or non-voting rights and the scrutinizer shall also maintain record for postal ballot which are received in defaced or mutilated form. The postal ballot and all other papers relating to postal ballot will be under the safe custody of the scrutinizer till the chairman considers, approves and signs the minutes of the meeting. Thereafter, the scrutinizer shall return the ballot papers and other related papers/register to the company so as to preserve such ballot papers and other related papers/register safely till the resolution is given effect to; [2] [(f) The consent or otherwise received after thirty days from the date of issue of notice shall be treated as if reply from the member has not been received.] ------------------------------------- Notes:- [1] Substituted by Companies (Passing of the Resolution by Postal Ballot) Amendment Rules, 2001, w.e.f. 11-10-2001, for the following: "(c) The scrutinizer will be in position for 35 days (excluding holidays) from the date of issue of notice for annual general meeting. He is to submit his final report on or before the said period;" [2] Substituted by Companies (Passing of the Resolution by Postal Ballot) Amendment Rules, 2001, w.e.f. 11-10-2001, for the following: "(f) Consent or otherwise relating to issue mentioned in notice for annual general meeting received after 35 days from the date of issue will be strictly treated as if the reply from the member has not been received."