Board Resolution Scrutinizer Appointment Postal Ballot E-voting

In accordance with Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors of a company is required to appoint a scrutinizer, who in the opinion of the Board can conduct the postal ballot voting process in a fair and transparent manner. The scrutinizer shall not be in employment of the company.

Draft board resolution for appointment of scrutinizer for postal ballot is as follows. Modify it suitably.

SAMPLE

#. Appointment of Ms./Mr. ....................., PCS as the Scrutinizer for Postal Ballot process

The Chairman informed the Board that in accordance with the provisions of Rule 22(5) of the Companies (Management and Administration) Rules, 2014, a scrutinizer needs to be appointed who can conduct the postal ballot voting process in a fair and transparent manner.

Management suggested the appointment of Ms./Mr. .................., Practicing Company Secretary, Proprietor of M/s. ............. & Associates (Membership No. ...................) as the Scrutinizer for conducting the postal ballot and e-voting process, who has over ...years of experience in company law matters.

Ms./Mr. ............... has consented to act as the Scrutinizer, if so appointed and has conveyed that he/she is available for the purpose of ascertaining the requisite majority.

The Board considered and approved the appointment of Ms./Mr. ................ as the Scrutinizer.

Upon motion duly passed and seconded, it was:

“RESOLVED THAT Ms./Mr. ......................, Practicing Company Secretary, Proprietor of M/s. ............. & Associates (Membership No. ...................) be and is hereby appointed as the Scrutinizer for a period of ....days from the date of appointment for conducting the postal ballot and e-voting process in a fair and transparent manner.

RESOLVED FURTHER THAT Ms./Mr. ......................, Managing Director of the company be and is hereby authorized to fix the remuneration payable to the Scrutinizer in consultation with her/him, for the duties performed by her/him as the Scrutinizer and that any out-of-pocket expenses and incidental expenses incurred by her/him in this connection be reimbursed by the company to her/him.”