Postal ballot is not mandatory for amalgamation meetings where the governing rule uses permissive language.

Postal ballot is not compulsory for meetings of equity shareholders and creditors of a listed company proposed under a scheme of amalgamation where the governing rule uses permissive language. The Court read the relevant provision as directory, not mandatory, and distinguished situations in which the Companies Act or rules expressly require postal ballot by using "shall". On that construction, the absence of postal ballot did not prevent convening and holding the meetings, and the procedural directions sought for the shareholders' and creditors' meetings were authorised.

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Issues: Whether postal ballot was necessary for the meetings of the equity shareholders and creditors of the listed company in connection with consideration of the proposed scheme of amalgamation.

Analysis: The application under Section 391 of the Companies Act, 1956 sought directions for convening meetings of shareholders and creditors. The question turned on the interpretation of the relevant rules governing listed companies and whether the word "may" in the applicable provision should be read as "shall". The Court distinguished provisions where the Central Government had expressly mandated postal ballot by using the word "shall", and held that where the rule employed the word "may", it remained permissive and did not create a compulsory requirement. The reference to Section 192A and Rule 4(4) of the Companies (Appointment of the Small Shareholders Director) Rules, 2001 was used only to show that the statute and rules imposed postal ballot in express mandatory cases, unlike the present one.

Conclusion: Postal ballot was not necessary for the convening and holding of the meetings.

Final Conclusion: The application succeeded, and the Court authorised the shareholders' and creditors' meetings with the procedural directions sought.

Ratio Decidendi: Where the governing rule uses permissive language, postal ballot is not compulsory unless the statute or rules expressly make it mandatory.

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