Postal Ballot for Corporate Resolution Approval

Corporate resolutions are formal actions and decisions of a corporate, approved by the Board of Directors and occasionally Shareholders. Such resolutions are necessity during numerous situations, for covering of specific transactions. These resolutions are in the form of legal documents, voted at the meeting of Board of Directors or by the shareholders.

The Shareholders Resolution can also be termed as Corporate Actions, which exerts same legally binding effect as an action taken during a duly called meeting and these decisions are made by shareholders.

Generally there are two types of Resolutions, such as Ordinary Resolutions and a Special Resolution.

Ordinary Resolutions are commonly applied for routine business of the corporation, where 50% approvals from the shareholders are necessary to pass the resolution. This type of Resolution is required by the corporations, when the statute or articles of association stipulates that, a decision has to be approved by shareholders in a general meeting.
Special Resolutions are required by statues and legislations and these resolutions have power to effect the constitution of the corporations. These reasons make it necessary that such resolutions must be passed with a large majority, which may be 75% & more.

The resolution can be on any subject such as, General Resolution, Resolution Approving Sale of Assets, authorizing Annual Dividend, Authorizing Appointment of Lawyer, Accountant, Authorizing Bonus, Authorizing Benefits Plans, Authoring Stock options, Authorizing expenses or Other matters set out in the articles of association

When a Resolution before a shareholders meeting is put to a Vote, instead of show of hands, the procedure for voting is carried out by ballot. When the voting is over, the ballot is counted and in order to pass the resolution, majority votes as per bylaws of the company are required. If the voting numbers falls below the required majority, the Resolution is not approved.

It is also necessary that that the Ballot is distributed to all shareholders. The shareholder can vote individually, through proxy or by Postal ballot, which should be duly signed and send to the Corporation office in the attached self-addressed envelope, postage prepaid. The Ballot forms for the voting is generic and not state specific.

Below given Postal Ballot form can be used by a shareholder for affirmative or negative votes against a resolution:

Postal Ballot for Corporate Resolution Approval

[Name Corporation] ____________________

[Corporation Regd. Office] _______________

[Address]____________________________

[Phone No.]_________________________

Email Address_______________________

S.L. No______________
                                                                                   

                            POSTAL BALLOT FORM
               (To be returned to Scrutinizer appointed by the Company)

1. Name(s) of Shareholder(s)
   (in block letters)
   (including joint holders, if any)

2. Registered Address of the sole/first

    named Shareholder

3. Registered Folio No./DP ID No./

   Client ID No.*

   (* Applicable to investors holding
   shares in dematerialized form)

4. Number of Shares held

5. I/We hereby exercise my/our vote in respect of the Special Resolution to be passed through Postal Ballot for the business stated in the Postal Ballot Notice of the Company by sending my/our assent or dissent to the said resolution by placing the tick ( �� ) mark at the appropriate box below.

Description	No. of Shares	Particulars	Tick (��) the appropriate box
Ratification of the Special Resolution passed by the Shareholder’s at _____ Annual General Meeting of theCompany held on ______, which inter alia includes issuance of 28,84,178 equity shares to promoter’s, their relative and associates.		I/We assent to the resolution
		I/We dissent to  the resolution

DATE_____________

PLACE_____________

(Signature of the Shareholder)

* P.S. FOR INSTRUCTIONS, PLEASE SEE OVERLEAF

INSTRUCTIONS:

1. A member desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the Company in the attached self-addressed envelope, postage prepaid (enclosed herewith). However, envelopes containing Postal Ballots,if sent by courier at the expenses of the registered shareholder will also be accepted.
2. The self-addressed,postage prepaid envelope bears the address of the Scrutinizer appointed by the Board of Directors of the Company.
3. This Form should be completed and signed by the shareholder. In case of joint holding, this Form should be completed and signed (as per the specimen signature registered with the Company) by the first named shareholder and in his absence, by the next named shareholder.
4. Unsigned Postal Ballot Forms will be rejected.
5. Duly completed Postal Ballot Forms should reach the Company not later than the close of working hours on Saturday, 29th October 2005. Postal Ballot Forms received after this date will be strictly treated as if the reply from the member has not been received.
6. Voting rights shall be reckoned on the paid up value of shares registered in the name of the shareholder(s) on the date of dispatch of the Notice.
7. The Scrutinizer’s decision on the validity of postal ballot will be final.