# Postal Ballot — Procedure, Scrutinizer & Mandatory Items
## 1. Notice of Postal Ballot — Mandatory Contents
The notice sent to members must clearly specify:
- (a) The procedure to fill and submit the postal ballot form.
- (b) The date of completion of dispatch of notices.
- (c) The date of commencement of voting.
- (d) The date of end of voting.
- (e) A statement that any postal ballot received beyond the end date is invalid (whether by post or e-voting).
- (f) A statement that members who have not received forms may apply for a duplicate.
- (g) Contact details of the person handling grievances on postal ballot/e-voting.
The notice must also be placed on the company's website immediately after dispatch and must remain there till the last date of receipt of ballots.
## 2. Appointment of Scrutinizer
- The Board appoints ONE scrutinizer.
- Must be a person NOT in the employment of the company.
- In the Board's opinion, capable of conducting the process in a fair and transparent manner.
- Must be willing to be appointed and available to ascertain the requisite majority.
## 3. Custody & Confidentiality
- Ballots received are kept in the safe custody of the scrutinizer.
- After receipt of assent/dissent in writing, no person may deface, destroy the ballot, or disclose the identity of the shareholder.
- All ballot papers remain with the scrutinizer until the Chairman approves and signs the minutes, after which they are returned to the company for safekeeping.
## 4. Scrutinizer's Report & Register
- Report must be submitted as soon as possible after the last date of receipt, but not later than 7 days.
- The scrutinizer maintains a register (manual/electronic) containing:
- Name, address, folio/client ID of shareholder
- Number and nominal value of shares held
- Whether shares have differential voting rights
- Details of defaced/mutilated/invalid postal ballots
## 5. Cut-off for Receipt
Assent/dissent received after 30 days from issue of notice is treated as no reply received.
## 6. Declaration of Result
Results are declared by placing them, along with the scrutinizer's report, on the company's website.
## 7. Items of Business Mandatorily by Postal Ballot [Sec. 110(1)(a)]
The following must be transacted ONLY by postal ballot:
| # | Item | Relevant Section |
|---|---|---|
| (a) | Alteration of objects clause of MOA / alteration of main objects (for pre-Act companies) | — |
| (b) | Alteration of AOA for insertion/removal of private company provisions | Sec. 2(68) |
| (c) | Change in registered office outside local limits of city/town/village | Sec. 12(5) |
| (d) | Change in objects where money was raised from public via prospectus and unutilised amount remains | Sec. 13(8) |
| (e) | Issue of shares with differential rights | Sec. 43(a)(ii) |
| (f) | Variation in rights of class of shares/debentures/securities | Sec. 48 |
| (g) | Buy-back of shares | Sec. 68(1) |
| (h) | Election of a director by small shareholders | Sec. 151 |
| (i) | Sale of whole/substantially whole of undertaking | Sec. 180(1)(a) |
| (j) | Loans, guarantees, security in excess of limit | Sec. 186(3) |
### Exceptions
- First Proviso: Companies required to provide e-voting under Section 108 may transact these items at a general meeting (instead of postal ballot).
- Second Proviso: One Person Companies and companies with up to 200 members are NOT required to transact any business through postal ballot.
## 8. Counting of Postal Ballots
A member voting by postal ballot has votes in proportion to his paid-up share capital, and need not use all votes the same way. Hence ballots received fall into 4 categories:
1. Assent ballots — full vote in favour
2. Dissent ballots — full vote against
3. Partial ballots — some assent + some dissent / partially unused
4. Invalid ballots — absent/mismatched signature, overwriting, etc.
Rule: Ballots are segregated as above, and the resolution is deemed passed if assents exceed dissents in number.