Postal ballot - Companies Law Ready Reckoner - Companies Law

As per section 2(65) of the Companies Act, 2013 , unless the context otherwise requires. Postal ballot means- voting by post or through any electronic mode; WADALA COMMODITIES LIMITED AND GODREJ INDUSTRIES LIMITED - 2014 (5) TMI 825 - BOMBAY HIGH COURT Para 19 . A shareholder may hold strong views. He may vote by postal ballot or electronic m eans and then attend the meeting to persuade others. Other shareholders may be undecided and may prefer to attend the meeting. Greater inclusiveness demands the provision of greater facilities, not less; and certainly not the apparent giving of one 'facility' while taking away a right. There is no reason why members attending a meeting should not be allowed to use a bank of computers to digitally cast their votes just as they might do if they were voting from a remote location. 20. There is also a question about the determination of electronic votes cast. The rules seem to indicate that electronic voting must stop three days before the meeting. The Chairman of the meeting is to be given a tally of the electronic votes cast and the decision on any item of business is supposed to have been passed or not passed only on the basis of these electronic votes. Ex-facie, this is an untenable mechanism. If, as I have said, electronic voting is not limited to voting from a remote location but must also include electronic voting at the meeting in addition to postal ballots received, then it is a sum total of all these votes that must be taken into account. 21. This means that while a meeting must be held, provision must also be made for electronic voting at the meeting by those shareholders who desire it. Every shareholder being given that option of exercising their votes by postal ballot or by electronic voting, the latter being either from a remote location or at the meeting itself. 22 . The concepts of electronic voting and postal ballots have been in use in other jurisdictions for several years, where similar concerns have been expressed. There is material to suggest that a very early entirely electronic meeting held in Delaware saw less than satisfactory shareholder participation. The question of not holding a meeting at all never arose. The importance of debate and deliberation is far too high, some have said, for it to be foregone altogether. Comments from Australia, also by Dr. Boros, are to the effect that even in a fully electronic meeting, there must be a reasonable opportunity to participate at the meeting. Voting is part of this opportunity, indicating that participation connotes something more than merely voting. If participation is not possible, then the electronic voting should not be used. These are the express words of the Explanatory Memorandum to the Company Law Review Bill, para 10.43.