Notice of Postal Ballot — Section 110 and Rule 22 Procedure Guide 2026

What Is Postal Ballot?

A postal ballot is a mechanism under Section 110 of the Companies Act, 2013 that enables shareholders to vote on proposed resolutions without attending a physical meeting. The company sends a postal ballot notice with the proposed resolution(s) to all members, and they cast their votes through physical ballot forms or electronic voting (e-voting). Postal ballot is particularly useful when: (a) the matter is urgent and cannot wait for the next AGM, (b) the company wants to avoid the logistics of a general meeting, (c) certain items are mandatorily required to be transacted through postal ballot (for listed companies). The procedure is governed by Rule 22 of the Companies (Management and Administration) Rules, 2014.

When Is Postal Ballot Mandatory?

Rule 22(16) prescribes that the following matters MUST be transacted through postal ballot by listed companies and companies with prescribed membership:

(a) Alteration of objects clause of MOA (Section 13), (b) Alteration of AOA relating to entrenchment provisions (Section 5), (c) Change of registered office outside local limits (Section 12), (d) Change in objects for which money was raised through prospectus (Section 13(8)), (e) Issue of shares with differential voting rights (Section 43), (f) Variation of rights attached to a class of shares (Section 48), (g) Buyback of shares (Section 68), (h) Election of directors by proportional representation (Section 163), (i) Sale of the whole or substantially the whole undertaking (Section 180(1)(a)).

Items that CANNOT be passed by postal ballot: Ordinary business at AGM — adoption of financial statements, declaration of dividend, reappointment of retiring directors, appointment/remuneration of auditors.

Step-by-Step Postal Ballot Procedure

Step 1 — Board Resolution: The Board passes a resolution: (a) authorizing the conduct of postal ballot, (b) approving the text of the resolution to be put to vote, (c) appointing a Scrutinizer — a practicing CS or CA not in the employment of the company, (d) fixing the cut-off date for determining eligible members, (e) authorizing the CS or a director to issue the postal ballot notice.

Step 2 — Prepare the Notice: The postal ballot notice must contain: (a) the text of the proposed resolution(s) with Explanatory Statement under Section 102, (b) instructions for voting — both physical ballot and e-voting, (c) the cut-off date, (d) voting period (minimum 30 days from dispatch), (e) Scrutinizer's name and contact details, (f) return address for physical ballot forms.

Step 3 — Dispatch Notice: Send to ALL members by: (a) registered post or speed post or courier, AND (b) email to members whose email IDs are registered. For listed companies: also upload on company website and stock exchange website, and publish in newspapers (1 English + 1 vernacular).

Step 4 — Voting Period: Members vote during the specified period (minimum 30 days). E-voting through NSDL/CDSL/KFintech — login credentials provided in the notice. Physical ballot forms returned to the Scrutinizer's address by the deadline.

Step 5 — Scrutinizer's Report: After voting closes: the Scrutinizer: (a) opens physical ballot forms, (b) validates forms (rejects unsigned, incomplete, or late submissions), (c) consolidates e-voting results, (d) prepares a report with: total votes cast, votes in favor, votes against, invalid votes, and whether passed or not, (e) submits the report to the Chairman within 48 hours.

Step 6 — Declaration of Results: The Chairman declares the result based on the Scrutinizer's report. The resolution is deemed passed on the last date of voting period. Results: (a) displayed on company website within 2 working days, (b) filed with stock exchange (listed companies) within 2 working days, (c) results communicated to all members.

Step 7 — Filing: File MGT-14 with ROC within 30 days for special resolutions. File any consequential forms (SH-7, INC-24, etc.).

Postal Ballot Notice — Key Format Elements

[Illustrative structure]

(a) Company details (name, CIN, registered office, email, website)

(b) Title: "POSTAL BALLOT NOTICE — Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22"

(c) Dear Member salutation

(d) Opening paragraph: notice that the following resolution(s) are proposed through postal ballot

(e) Resolution text: "RESOLVED THAT..." (with "as an Ordinary/Special Resolution" clearly stated)

(f) Explanatory Statement under Section 102 for each resolution

(g) Voting instructions: (i) e-voting platform details, login process, period, (ii) physical ballot form — enclosed, to be returned by [date] to Scrutinizer at [address], (iii) cut-off date, (iv) Scrutinizer details

(h) Notes: (i) only members registered as on the cut-off date can vote, (ii) a member can vote either by e-voting or physical ballot — not both, (iii) unsigned/incomplete ballot forms will be rejected, (iv) resolution is deemed passed on the last date of voting period

(i) Signature: By Order of the Board, [Name, Designation, Date, Place]

E-Voting — Practical Requirements

E-voting has effectively replaced physical postal ballot in practice. Companies engage NSDL, CDSL, or KFintech as the e-voting platform provider. The platform provides: (a) unique login credentials for each member (sent by email/post), (b) a secure online voting interface, (c) real-time vote recording, (d) consolidated result report for the Scrutinizer. The postal ballot notice must include step-by-step e-voting instructions with: (a) URL of the e-voting platform, (b) login ID and password generation process, (c) voting period (start and end date/time), (d) helpline number for technical support.

Scrutinizer — Role and Responsibilities

The Scrutinizer must be a practicing Company Secretary or Chartered Accountant not in the employment of the company. Key responsibilities: (a) receive and safeguard physical ballot forms, (b) verify the validity of each form (signature, completeness, timeliness), (c) access e-voting results from the platform, (d) consolidate all votes (physical + electronic), (e) prepare a detailed report with: total forms received, valid votes, invalid votes, votes for each resolution (in favor, against, abstain), (f) submit the report to the Chairman within 48 hours of voting closure, (g) maintain all ballot forms and records for safe custody. The Scrutinizer ensures the integrity of the entire process.

Latest Updates (2025-26)

(a) MCA V3 portal: MGT-14 filing now on V3. (b) SEBI expanded mandatory postal ballot items for listed companies. (c) E-voting platforms upgraded with mobile voting capability. (d) MCA Circular 03/2025: postal ballot can be used alongside VC general meetings — companies can offer both options. (e) Green Channel approach: simplified postal ballot for non-controversial items.