Rule 22 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rule 22 is the procedure for passing a resolution by postal ballot under section 110 of the Companies Act, 2013. It covers the notice, the advertisement, the thirty-day voting period, the scrutiniser, the results, and the list of ten items of business that must be passed by postal ballot, subject to two provisos. This article follows the rule as amended up to G.S.R. 358(E) dated 30 May 2025 (forms), with the rule text per the MCA e-book to G.S.R. 801(E) of 27 October 2023. Later amendments should be checked.
A company that must or decides to pass a resolution by postal ballot sends a notice and draft resolution to all shareholders and asks for assent or dissent within thirty days from the date of despatch (rule 22(1)). Assent or dissent received after thirty days is treated as no reply (rule 22(12)). A scrutiniser reports within seven days after the last date for receipt (rule 22(9)). Ten items listed in rule 22(16) must be transacted only by postal ballot, but a company that must provide e-voting may take them at a general meeting, and One Person Companies and companies with up to two hundred members need not use postal ballot at all.
Rule 22(1) to 22(4): notice, advertisement and website
- 22(1). The company sends a notice to all shareholders, with a draft resolution explaining the reasons for it, requesting them to send assent or dissent in writing on a postal ballot. The rule explains that postal ballot means voting by post or through electronic means, within a period of thirty days from the date of despatch of the notice.
- 22(2). The notice is sent by Registered Post or speed post, through electronic means such as a registered e-mail ID, or through courier service, to facilitate communication of assent or dissent within the thirty days.
- 22(3). An advertisement is published at least once in a vernacular newspaper in the principal vernacular language of the district of the registered office, with wide circulation there, and at least once in an English newspaper with wide circulation in that district, about having despatched the ballot papers. It must specify, among other things: (a) that business is to be transacted by postal ballot including voting by electronic means; (b) the date of completion of despatch; (c) the date of commencement of voting; (d) the date of end of voting; (e) that a postal ballot received beyond the end date is not valid and voting by post or electronic means is not allowed beyond that date; (f) that members who have not received the postal ballot form may apply to the company for a duplicate; and (g) contact details of the person responsible for grievances.
- 22(4). The notice is placed on the company's website forthwith after it is sent, and stays there until the last date for receipt of ballots.
Rule 22(5) to 22(13): scrutiniser and results
| Sub-rule | Requirement |
|---|---|
| 22(5) | The Board appoints one scrutiniser who is not in the company's employment and who, in the Board's opinion, can conduct the process fairly and transparently |
| 22(6) | The scrutiniser must be willing to be appointed and available to ascertain the requisite majority |
| 22(7) | Omitted |
| 22(8) | Ballots received are kept in the scrutiniser's safe custody; after a shareholder's assent or dissent is received, no person may deface or destroy the ballot paper or declare the shareholder's identity |
| 22(9) | The scrutiniser submits his report as soon as possible after the last date of receipt, but not later than seven days after it |
| 22(10) | The scrutiniser keeps a register (manual or electronic) of assent or dissent, with name, address, folio number or client ID, shares held, nominal value, differential voting rights if any, and details of ballots received defaced or mutilated and forms that are invalid |
| 22(11) | The ballots and all papers, including those of electronic voting, stay in the scrutiniser's custody until the chairman considers, approves and signs the minutes; the scrutiniser then returns them to the company, which preserves them safely |
| 22(12) | Assent or dissent received after thirty days from the date of issue of the notice is treated as if no reply was received |
| 22(13) | The results are declared by placing them, with the scrutiniser's report, on the company's website |
| 22(14) | Omitted |
| 22(15) | The provisions of rule 20 on voting by electronic means apply, as far as applicable, with necessary changes, to e-voting under this rule |
Sub-rules (7) and (14), which had stated when a postal-ballot resolution is deemed passed, were omitted in 2016. This rule therefore does not itself fix the date of passing; check section 110 and the Act. For the e-voting mechanics that rule 22(15) borrows, see Rule 20. Our board resolution and legal documents service can prepare the notice, ballot form and scrutiniser's report.
Rule 22(16): the items that must go by postal ballot
Under section 110(1)(a), the following items are transacted only by postal ballot:
| Item | Subject | Provision named in the rule |
|---|---|---|
| (a) | Alteration of the objects clause of the memorandum (for a company existing before the Act, alteration of the main objects) | - |
| (b) | Alteration of articles by inserting or removing provisions that make a company a private company | Section 2(68) |
| (c) | Change of registered office outside the local limits of a city, town or village | Section 12(5) |
| (d) | Change in objects for which money was raised by prospectus, where an unutilised amount remains | Section 13(8) |
| (e) | Issue of shares with differential rights as to voting or dividend or otherwise | Section 43(a)(ii) |
| (f) | Variation in the rights attached to a class of shares, debentures or other securities | Section 48 |
| (g) | Buy-back of shares | Section 68(1) |
| (h) | Election of a director | Section 151 |
| (i) | Sale of the whole or substantially the whole of an undertaking | Section 180(1)(a) |
| (j) | Loans, guarantees or security above the limit | Section 186(3) |
Two provisos follow. First, any of these items may be transacted at a general meeting by a company required to provide e-voting under section 108, in the manner provided in that section. Second, One Person Companies and other companies having members up to two hundred are not required to transact any business through postal ballot.
Where Section 110 and the rules meet
The section sets out the compulsory items and the right to use postal ballot, and the rule supplies the procedure. For the Act's treatment see Section 110: Postal Ballot and E-Voting; for a practical guide see Notice of Postal Ballot: Section 110 and Rule 22; and for the choice between circular resolutions and postal ballot see Decisions Without a Meeting.
A worked example
Granite Steels Limited (invented), a listed company, proposes to buy back shares. The Board sends a notice with the draft resolution and reasons to all shareholders on 1 June; assent or dissent must reach the company within thirty days from the date of despatch. It advertises in a vernacular and an English newspaper, places the notice on its website, and appoints a scrutiniser who is not in its employment. The scrutiniser reports not later than seven days after the last date of receipt, and the company places the results and report on its website. Because Granite must provide e-voting under section 108, it could alternatively take the buy-back item at a general meeting.
Need help with a postal ballot?
A postal ballot has more steps than a meeting and the periods are short. We can prepare the notice, advertisement text, ballot form and scrutiniser's report, and check whether the item must go by postal ballot, through our board resolution and legal documents service.
Key takeaways
- Voting period: thirty days from despatch of the notice; later replies are ignored.
- Notice by registered or speed post, e-mail or courier, plus a two-newspaper advertisement and the website.
- One scrutiniser, not in the company's employment, reports within seven days.
- Ten items in rule 22(16) must go by postal ballot, unless e-voting at a general meeting is used or the company is an OPC or has up to two hundred members.
- The deemed-date sub-rules are omitted.
Read next
- Section 110: Postal Ballot and E-Voting
- Notice of Postal Ballot: Section 110 and Rule 22
- Decisions Without a Meeting: Circular Resolution and Postal Ballot
- Rules 21 and 23: poll scrutiniser and special notice
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.