In In re Godrej Industries Limited, the company sought shareholders' approval of a…

Justice G.S. Patel held that the postal ballot provision cannot do away with the court-ordered meeting to approve a scheme of amalgamation. A ballot allows only a yes or no on a fixed text, while a real meeting lets shareholders ask questions, hear explanations and propose changes, for example to the exchange ratio. The tempting view that a postal ballot is enough because everyone still votes ignores this right to discuss, and electronic voting can supplement the meeting but cannot replace it.