# Procedure for Voting by Postal Ballot

## Step-by-Step Workflow

### Step 1 — Notice to Shareholders

Company sends notice to all shareholders with:

Draft resolution
Reasons / explanatory statement

Shareholders send assent/dissent in writing within 30 days from dispatch.

### Step 2 — Mode of Sending Notice

Registered Post / Speed Post
Electronic means (registered e-mail)
Courier service

### Step 3 — Newspaper Advertisement

Publish in both:

Vernacular newspaper (language of registered office district)
English newspaper (wide circulation in that district)

Advertisement must include: statement about voting (incl. e-voting), date of dispatch and commencement of voting, end date, statement that late ballots are invalid, grievance contact.

### Step 4 — Website Upload

Upload notice immediately after dispatch; keep until last date for receipt of votes.

### Step 5 — Appointment of Scrutinizer

Board appoints a scrutinizer NOT in employment of the company.
Must be willing and available to determine majority.
Keeps ballots safe; cannot deface/destroy/disclose identity.
Submits report within 7 days of receipt of last ballot.
Maintains register (manual/electronic) of shareholders' details and invalid ballots.
After Chairman signs minutes, returns materials to company for safe preservation.
Any ballot received after 30 days from notice date = treated as not received.

### Step 6 — Declaration of Result

Results posted on company's website with scrutinizer's report.

### Step 7 — E-Voting Provisions Apply

Rule 20 (e-voting) applies mutatis mutandis to postal ballot voting.

## Mnemonic — "NEW-PAID"

Notice in writing → Electronic/Post/Courier → Website + Advertisement → Public newspapers → Appoint scrutinizer (non-employee) → Inspect ballots → Declare result on website.

Worked example

### Example 1

Example 1 — Late receipt: Postal ballot notice dispatched 1 March. Mr. X's ballot reaches company 5 April. Answer: 30-day window expired 31 March; ballot treated as not received.

### Example 2

Example 2 — Scrutinizer eligibility: Board proposes the Company Secretary (employee) as scrutinizer. Answer: Rule 22 requires the scrutinizer to be NOT an employee; CS is ineligible. Appoint an independent practising CS/CA/CMA.

### Example 3

Example 3 — Advertisement omission: Company publishes advertisement only in English daily. Answer: Both English and vernacular newspapers are required — procedural defect.

⚠️ Common exam mistakes

Forgetting the scrutinizer must not be an employee.
Writing the response window as 21 days instead of 30 days.
Omitting the dual-newspaper requirement.
Misstating the scrutinizer's report timeline (7 days from receipt of LAST ballot).
Failing to mention Rule 20 (e-voting) applies mutatis mutandis.

Bare-Act text Rule 22 · Companies (Management and Administration) Rules, 2014 · click to expand

Rule 22 of the Companies (Management and Administration) Rules, 2014 — Procedure for conducting business through postal ballot (notice with draft resolution, 30-day window, advertisement in English + vernacular newspaper, scrutinizer not in employment, report within 7 days, website declaration; Rule 20 applies mutatis mutandis).

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Procedure for Conducting Voting by Postal Ballot (Rule 22)

Worked example

⚠️ Common exam mistakes