Speical Resolution

[Chandrashekhara Hegde]

Dear Professionals,

 

At the forthcoming AGM special resolution under Section 293 (1) (a) & 293(1) (d) is proposed in the Notice for a listed Company. Whether this is sufficient or should i go for postal ballot under Section 192A. Please response as the matter being urgent.

 

Regards

 

Chandrashekhar

 

[chakri hegde]

Dear Chandra Shekhar,

 

There are some matters and business for which the Resolutions shall be passed through Postal Ballot only. Here you need to consider two things:

 

1. Wheter the Company in question is a listed or unilisted (coz, Postal Ballot Rules are 

    applicable only to listed companies).  

 

2. Wther the metter falls under the subject for which Resolution through Postal Ballot is

    requireed as Companies (Passing of Resolution by Postal Ballot) Rules, 2001.

 

As per the above said Rules, any resolution proposed u/s section 293(1)(a) { to sell, lease or otherwise dispose of the whole, or substantially the whole, of the undertaking of the company, or where the company owns more than one undertaking, of the whole, or substantially the whole, of any such undertaking},

 

a listed company has to pass the resolution thorugh postal ballot only.

 

Here also there is one exemption available when the  ordinary business of the company itself is such selling or leasing. Then Postal Ballot rules is not applicable.

 

So kindly check the above said points.

 

Other members views are solicted...............

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---------------------
With Best Wishes
Chakri G Hegde
Nissin Foods India Ltd.
Bangalore

www.topramen.in

[Vivek Aggarwal]

Dear Chandrashekhar

 

Passing of resolutions at AGM is sufficient compliance.

Regards

Vivek Aggarwal

---

From: Chandrashekhara Hegde <cv7...@gmail.com>
To: csmy...@googlegroups.com
Sent: Thu, 5 August, 2010 11:40:23 AM
Subject: [CSMysore] Speical Resolution

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[VIKAS GUPTA]

Dear Chakri,

I think it is not necessary to comply with Postal Ballot when it is passed in AGM. As Our company has passed the resolution 293(1)(a) in AGM itself. And we are going to pass the same resoltuon in this AGM.

 

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THANKYOU
CS VIKAS GUPTA
Company Secretary
Shree Krishna Paper Mills & Industries Ltd.
vikas...@skpmil.com
9953620278

[chakri hegde]

If it is a listed company, then, for matter under section 293(1)(a), passing of special resolution by Postal Ballot is compulsory.

 

The reason behind this may be,  when the company is going to sell or lease its whole or substantially the whole of the undertaking, every shareholder should aware of the same and he will be able to express his/her opinon whether for or against such decision of the Board.

 

Because, in case of Postal Ballot, each and every shareholder can participate in the decision making even though he is not personally attending the meeting. So every member of the company can express his opinion, if the matter is affecting his interest.

 

Ohter members views solicited............

[VIKAS GUPTA]

sorry, but it is also applicable in case in AGM if i think so...
As our past company cs has done so and we are proposing in this AGM also...
Correct me if i am wrong....

On 8/5/10, chakri hegde <chakri...@gmail.com> wrote:
> If it is a listed company, then, for matter under section 293(1)(a), passing
> of special resolution by Postal Ballot is compulsory.
>
> The reason behind this may be, when the company is going to sell or lease
> its whole or substantially the whole of the undertaking, every shareholder
> should aware of the same and he will be able to express his/her opinon
> whether for or against such decision of the Board.
>
> Because, in case of Postal Ballot, each and every shareholder can
> participate in the decision making even though he is not personally
> attending the meeting. So every member of the company can express his
> opinion, if the matter is affecting his interest.
>
> Ohter members views solicited............
>
>
>
>
> On Thu, Aug 5, 2010 at 5:24 PM, VIKAS GUPTA <vickyp...@gmail.com> wrote:
>
>> Dear Chakri,
>> I think it is not necessary to comply with Postal Ballot when it is passed
>> in AGM. As Our company has passed the resolution 293(1)(a) in AGM itself.
>> And we are going to pass the same resoltuon in this AGM.
>>
>>
>> On 8/5/10, Vivek Aggarwal <vivek_...@yahoo.co.in> wrote:
>>>
>>> Dear Chandrashekhar
>>>
>>> Passing of resolutions at AGM is sufficient compliance.
>>>
>>> Regards
>>> Vivek Aggarwal
>>>

>>> ------------------------------
>>> *From:* Chandrashekhara Hegde <cv7...@gmail.com>
>>> *To:* csmy...@googlegroups.com
>>> *Sent:* Thu, 5 August, 2010 11:40:23 AM
>>> *Subject:* [CSMysore] Speical Resolution

[Parameshwar bhat]

Dear all

The points mentioned by Chakri Hegde are correct. For matter under section 293(1)(a), passing of special resolution by Postal Ballot is compulsory.

We have followed the same for 3-4 listed Companies. Listed Companies shall have the Shareholders from various regions and they are not in a position to attend the AGM. But through Postal Ballot they can participate in the voting. Keeping this in mind, Companies (Passing of Resolution by Postal Ballot) Rules, 2001 had made it compulsory for a listed Companies to pass the resolution by Postal ballot for some of the critical issues like Section 293(1)(a).

Ohter members views solicited..........

Thanks & Regards,
CS Parameshwar Bhat
B.Com,LLB,ML,ACS,(MBA)
Company Secretary
Bangalore

[PRAMIL DEV]

The Companies (Passing of Resolution by postal ballot) Rules, 2001 makes it mandatory on the part of listed Public Company to pass a resolution u/s 293(1) a of the Act through postal ballot only.So the items mentioned u/s 293(1)a should be passed through postal ballot only.

[Vivek Aggarwal]

Dear Chakri

 

What you say is a good practice but not compulsory as per law.

Regards

Vivek Aggarwal

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From: chakri hegde <chakri...@gmail.com>
To: csmy...@googlegroups.com
Sent: Thu, 5 August, 2010 6:32:09 PM
Subject: Re: [CSMysore] Speical Resolution

[Jayashree Chandrasekaran]

Dear Vivek,

Items which require Postal ballot sanction for  a listed company is mandatory and you cannot refer it as good practice.

It is mandatory for a listed company to go in for Postal ballot

Jayashree

[VIKAS GUPTA]

Dear Friends,

I also agree with that it is compulsory to fo for postal ballot. it is included in NIne items.

But most of the Companies are following the AGM procedure through this they pass the resolution and do they want like our company.

Is there any default? Tell me as I am fresher, dont know much listing compliances.

 

[PRAMIL DEV]

it is safer if u go for postal ballot