Postal ballot under Section 110 of the Companies Act 2013 is a mechanism that allows shareholders to vote on certain resolutions without physically attending a general meeting. E-voting through NSDL or CDSL platforms has largely digitized this process.
Items Requiring Postal Ballot (Mandatory)
Rule 22 of Companies (Management and Administration) Rules 2014 lists items that must be transacted through postal ballot:
- Alteration of objects clause in memorandum (Section 13)
- Alteration of Articles to insert provisions for conversion of public company to private company
- Change in registered office outside local limits of any city, town or village (Section 12)
- Issue of shares with differential voting rights (Section 43)
- Variation in rights of shareholders (Section 48)
- Buy-back of own shares (Section 68)
- Election of small shareholders director (Section 151)
- Sale, lease, or disposal of whole/substantial part of undertaking (Section 180(1)(a))
- Giving loans, guarantees, or providing security (Section 186)
- Approval of related party transactions (Section 188)
Postal Ballot Process
- Board Approval: Board resolves to pass resolution through postal ballot
- Appointment of Scrutinizer: Board appoints a Company Secretary in practice as scrutinizer
- Notice dispatch: Notice along with postal ballot form dispatched to all members within 3 working days of board meeting approval
- Voting period: Members have 30 days to submit their votes
- Counting: After voting period closes, scrutinizer counts votes
- Results declaration: Results declared within 2 days of last date of receipt of votes
- Filing: Special resolutions filed with ROC in MGT-14 within 30 days of passing
Postal Ballot Notice Requirements
The postal ballot notice must contain:
- Draft resolution(s) to be passed
- Explanatory statement with material facts
- Interest of directors and KMP in the matter
- Instructions for voting (physical form or e-voting)
- Last date for voting (30 days from dispatch)
- Name and address of scrutinizer
E-Voting Platform
For postal ballot, companies may provide e-voting through NSDL or CDSL platforms. The e-voting link is included in the notice email. Shareholders log in using their PAN and folio/demat details to cast votes. Platform ensures one vote per share (weighted voting).
| Platform | Portal | Access |
|---|---|---|
| NSDL | www.evoting.nsdl.com | User ID + Password |
| CDSL | www.evotingindia.com | Demat account + PAN |
Scrutinizer's Role
The scrutinizer is appointed to oversee the postal ballot/e-voting process and ensure fairness. Responsibilities include:
- Receiving and safekeeping all physical ballot forms
- Verifying e-voting reports from platforms
- Preparing consolidated report of votes cast for and against each resolution
- Submitting report to chairman within 3 days of conclusion of voting
- Maintaining records of voting for minimum one year
Declaration of Results
After receiving the scrutinizer's report:
- Chairman/authorized person declares results
- Results published on company website and stock exchange (for listed companies) within 2 days
- Notice board at registered office
- Resolution deemed to have been passed on the last date specified for receipt of duly completed forms
Mandatory E-Voting at General Meetings
Apart from postal ballot, e-voting is also mandatory at general meetings for:
- All listed companies (SEBI mandate)
- Companies with 1,000 or more members (Rule 20 of Management Rules)
- E-voting facility must be available for at least 3 days before AGM/EGM
- Results declared by scrutinizer within 48 hours of AGM
Timeline Summary
| Activity | Timeline |
|---|---|
| Board approval to notice dispatch | Within 3 working days |
| Voting period | 30 days from dispatch |
| Scrutinizer report | Within 3 days of voting close |
| Results declaration | Within 2 days of scrutinizer report |
| MGT-14 filing | Within 30 days of passing resolution |