# Resolutions Through Postal Ballot

## What is Postal Ballot?

Postal Ballot = Ascertaining the views of members through post or electronic means within 30 days of dispatch of notice — without physically holding a meeting.

## When is Postal Ballot Mandatory?

Mandatory items include:

1. Alteration of Object Clause in MOA

2. Alteration of AOA for defining/inserting private company status

3. Change in place of Registered Office outside local limits of any city/town/village

4. Change of objects for which the company raised money from public through prospectus

5. Issue of Differential Voting Rights (DVR) Shares

6. Variation in rights attached to a class of shares/debentures/securities

7. Buy-back of own shares

8. Election of Director under Section 151 (small shareholders' director)

9. Sale of whole or substantially the whole of the company's undertaking

10. Loans/guarantee/security in excess of prescribed limit

## When is it Optional?

For any business other than ordinary business AND business requiring directors/auditors to be heard at meeting.

## Exceptions — Postal Ballot Not Required

One Person Company (OPC)
Other companies having members up to 200

## Issue of Notice

Item	Requirement
To whom	All shareholders
Mode	Registered Post with Acknowledgement OR Certificate of Posting
Advertisement	English newspaper + Posting on company website
Member's response period	30 days to send assent or dissent
Envelope	Prepaid postage envelope to be enclosed

## Procedure for Postal Ballot (Step-by-Step)

1. Issue Notice to all members

2. Appoint a Scrutinizer

3. Maintain a Register to record the consent/dissent

4. Scrutinizer submits Report within prescribed days

5. Chairman declares result

## Why Postal Ballot?

It allows members located across geographies to exercise their right to vote without travelling to a single venue. It is particularly useful for fundamental matters (alteration of MOA/AOA, buy-back) where wide member participation is desired.

## Key Takeaway

Postal ballot is a substitute for a physical meeting — once a resolution is put to postal ballot, it cannot also be transacted at a meeting. The 30-day window is fixed.

Worked example

### Example 1

Example 1 — OPC:

Mr. X is the sole member of an OPC and wants to alter its Object Clause. Is postal ballot required?

Solution: No. OPC is exempt from postal ballot requirements. Mr. X simply records his decision in the minutes book.

### Example 2

Example 2 — Company with 180 Members:

XYZ Pvt. Ltd. has 180 members and proposes to issue DVR shares. Postal ballot required?

Solution: No. Companies with members up to 200 are exempt from mandatory postal ballot. The matter can be transacted at a general meeting.

⚠️ Common exam mistakes

Forgetting the exemption for OPC and small companies (up to 200 members)
Treating postal ballot as additional to a general meeting — it is a substitute, not an add-on
Missing the requirement for a prepaid postage envelope and newspaper advertisement
Allowing a member to respond after 30 days — the window is strict

Bare-Act text Section 110 · Companies Act, 2013 · click to expand

Notwithstanding anything contained in this Act, a company— (a) shall, in respect of such items of business as the Central Government may, by notification, declare to be transacted only by means of postal ballot; and (b) may, in respect of any item of business, other than ordinary business and any business in respect of which directors or auditors have a right to be heard at any meeting, transact by means of postal ballot, in such manner as may be prescribed, instead of transacting such business at a general meeting.

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