## Section 110 - Postal Ballot
### Meaning
Postal Ballot means voting by post or through any electronic mode.
### Two Categories of Business
A. Business that SHALL be transacted by postal ballot (mandatory):
As prescribed under the Rules, including:
1. Alteration of the objects clause of the Memorandum (MoA).
2. Alteration of Articles for inserting or removing the provision of a private company.
3. Change of registered office outside local limits (city, town, village).
4. Change in objects for which money was raised through a prospectus (variation of terms).
5. Issue of shares with differential voting rights.
6. Variation in rights attached to a class of shares/debentures.
7. Buy-back of shares under Section 68.
8. Election of a Small Shareholders' Director (Section 151).
9. Sale of the whole or substantially the whole of an undertaking (Section 180(1)(a)).
10. Giving loans or extending guarantees beyond limits (Section 186).
### Exception
The following are NOT transacted through postal ballot — they must be at a meeting:
- Ordinary business (adoption of accounts, declaration of dividend, retirement of directors, appointment of auditors).
- Any business in respect of which directors or auditors have a right to be heard at the meeting.
### Procedure (Key Points)
- Notice along with postal ballot form and self-addressed postage-prepaid envelope is sent to members.
- Members may also vote through electronic means.
- Members must return the ballot within 30 days from the date of dispatch of notice.
- A scrutinizer is appointed to conduct the postal ballot in a fair and transparent manner.
- Resolutions passed by postal ballot are deemed to have been passed at a duly convened meeting.