Change in the object clause

Important Provisions

(a) Sections 17, 18 and 19

(b) Companies ( Passing of resolution by postal ballot) Rules 2001

Procedure

(a) For a listed company, change in the object clause is through the mechanism of postal ballot. Convene a Board meeting passing the specified resolutions:

(1) Approving the notice of the resolution to be sent to the shareholders.

(2) Fixing the responsibility for the entire postal ballot process on the company secretary and managing or whole time director or otherwise on any other director.

(3) Appointing the scrutinizer who is not in employment of the company. He 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.

(4) Approving the postal ballot form along with the calender of events in respect of the resolution required to be passed by postal ballot.

(5) Approving the draft advertisement pertaining to despatch of the postal ballot papers.

(b) Once the Board approves the postal ballot proposal the company should file a copy of the board resolution with the concerned Registrar of Companies for information accompanied by the calender of events within one week from the date of Board meeting. The filing fee is not required to be paid to the Registrar for this filing.

(c) Arrange for printing of the notice and the postal ballot form. Ensure that the postal ballot form is serially numbered and has distinguishing water marks in order to avoid printing of any duplicate ballot papers.

(d) A concerned post office is approached for obtaining necessary license or permission from them for the `postage pre paid envelope' for facilitating the communication of the assent or dissent of the shareholder of the proposed resolution. The notice must be despatched to all the shareholders enclosing the postal ballot form and the postage pre paid envelope. This notice is to be sent either by registered post acknowledgment due, or under certificate of posting.

(e) Three copies of the notice about postal ballot must be sent to shareholders to the stock exchange.

(f) Publish the advertisement in a leading English newspaper and vernacular newspaper circulating in the State where the registered office of the company is situated about having despatched the ballot papers.

(g) All shareholders should give their assent or dissent to the resolution within 30 days from the date of issue of the notice. If the postal ballot expressing consent...

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