# Postal Ballot — Section 110
## Definition
Postal Ballot [Sec 2(65)] means voting by:
- Post, OR
- Electronic mode
It allows a resolution to be passed without convening a general meeting.
## Applicability — Two Categories
### (a) Items MANDATED for Postal Ballot
CG declares specific business items that MUST be transacted via postal ballot only.
### (b) Items OPTIONALLY transacted via Postal Ballot
A company may transact other business via postal ballot EXCEPT:
- Ordinary business (i.e., business at AGM under Sec 102), OR
- Items requiring hearing of directors or auditors
## Important Note
Items mandated for postal ballot under (a) may also be transacted at a general meeting if electronic voting (Sec 108) is provided.
## Exemption from Postal Ballot
- One Person Companies (OPCs), AND
- Companies with up to 200 members
are exempt from postal ballot requirements.
## Status of Resolution
A resolution approved by requisite majority via postal ballot is deemed as passed at a general meeting.
## Items Mandated for Postal Ballot
| Sr. No. | Business Item | Section |
|---|---|---|
| 1 | Alteration of objects clause of memorandum (for existing companies: alteration of main objects) | Sec 13 |
| 2 | Alteration of Articles of Association (e.g., inclusion/removal of provisions for private company) | Sec 2(68) |
| 3 | Change in registered office location beyond local limits | Sec 12(5) |
| 4 | Change in objects of raised funds (unutilized public funds) | Sec 13(8) |
| 5 | Issue of shares with differential voting/dividend rights | Sec 43(a)(ii) |
| 6 | Variation in rights of shares/debentures | Sec 48 |
| 7 | Buy-back of shares | Sec 68(1) |
| 8 | Election of a director by small shareholders | Sec 151 |
| 9 | Sale of whole/substantial undertaking | Sec 180(1)(a) |
| 10 | Providing loans, guarantees, or securities exceeding prescribed limits | Sec 186(3) |
## Voting & Counting Under Postal Ballot
### Voting Rights
Proportional to the member's share in the paid-up capital.
### Types of Ballots
1. Assent ballots (in favor)
2. Dissent ballots (against)
3. Partial votes — partially assenting, partially dissenting, or not using all shares
4. Invalid ballots — signature issues, overwriting, etc.
### Approval Criteria
Resolution is deemed passed if assents EXCEED dissents (subject to requisite majority — Ordinary or Special as applicable).