# Postal Ballot — Mandatory Businesses, Notice & Advertisement
## What is a Postal Ballot?
A postal ballot lets shareholders vote on a resolution without physically attending a meeting. The company circulates the resolution, members send back their assent/dissent, and if the required majority is reached, the resolution is deemed passed at a general meeting.
## Businesses that MUST be transacted ONLY by postal ballot
The Act lists certain matters where the only permissible route (apart from e-voting alternative under Sec. 108) is a postal ballot:
| Category | Items |
|---|---|
| Constitutional changes | Alteration of objects clause of MOA; Alteration of AOA to insert/remove private-company clauses |
| Office & Money usage | Change of registered office outside city, town or village; Change in objects for which money was raised from public through prospectus (with unutilised amount) |
| Capital actions | Issue of shares with differential rights; Variation in rights of security; Buy-back |
| Governance/major transactions | Election of small shareholder director; Sale of whole undertaking; Loans/guarantee/security beyond limits |
### Exemptions
- Companies with ≤ 200 members — NOT required to use postal ballot.
- One Person Company (OPC) — NOT required to use postal ballot.
## Notice of Postal Ballot
- Sent to shareholders by registered post / speed post / courier / electronic means.
- Members must send assent or dissent within 30 days of dispatch of notice.
- Notice must also be placed on the company's website and remain there till the last date of receipt of postal ballots.
## Advertisement of Postal Ballot
Published in 1 English + 1 vernacular newspaper (with wide circulation where registered office is situated). It must specify:
1. Statement that business is to be transacted by postal ballot.
2. Date of completion of dispatch of notice + commencement & end of voting.
3. Statement that postal ballots received beyond the date are invalid.
4. Statement that members who didn't receive ballot may obtain a duplicate from the company.
5. Contact details of person responsible for grievances.
## Key Memory Hook
"Constitutional changes, capital actions, sale of undertaking — these don't happen at a casual show-of-hands. The Act forces companies into the formal, paper-trail route of a postal ballot."