Specimen Resolution Passed by Postal Ballot — Format, Procedure and Compliance 2026

What Is a Postal Ballot Resolution?

A Postal Ballot is a mechanism under Section 110 of the Companies Act, 2013 that allows shareholders to vote on proposed resolutions without physically attending a general meeting. The company sends the notice with the proposed resolution(s) to all members, and they cast their votes either through a physical postal ballot form or through electronic voting (e-voting). This is especially useful when: (a) the matter is urgent and cannot wait for the next AGM, (b) the company wants to avoid the cost and logistics of convening a general meeting, (c) SEBI LODR mandates postal ballot for certain items in listed companies.

Under Rule 22 of the Companies (Management and Administration) Rules, 2014, specific matters MUST be transacted only through postal ballot (for certain classes of companies), while other matters may optionally be passed through postal ballot. E-voting has largely replaced physical postal ballot forms in practice.

Matters That Must Be Passed by Postal Ballot

Rule 22(16) specifies that certain matters must be transacted only by postal ballot for listed companies and companies with prescribed membership thresholds:

(a) Alteration of objects clause of MOA — Section 13

(b) Alteration of AOA relating to insertion/removal of entrenchment provisions — Section 5

(c) Change in place 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 under proportional representation — Section 163

(i) Sale of the whole or substantially the whole of an undertaking — Section 180(1)(a)

However, items classified as ordinary business at AGM (adoption of financial statements, dividend, retiring directors, auditor) CANNOT be passed by postal ballot — they must be transacted at the AGM only.

Procedure for Postal Ballot

Step 1 — Board Resolution: The Board passes a resolution authorizing the conduct of business through postal ballot, appoints a Scrutinizer (practicing CS or CA who is not in employment of the company), and fixes the cut-off date for determining eligible voters.

Step 2 — Notice to Members: The Company dispatches a postal ballot notice to all members containing: (a) the text of the proposed resolution(s) with explanatory statement, (b) instructions for voting (physical ballot form and/or e-voting platform details), (c) the cut-off date, (d) the name of the Scrutinizer, (e) the voting period (at least 30 days from dispatch of notice), (f) the deadline for receipt of postal ballot forms / e-voting.

Step 3 — Voting Period: Members vote during the specified period (minimum 30 days). E-voting is through NSDL/CDSL/KFintech — the company provides login credentials and step-by-step instructions. Physical postal ballot forms are sent to the Scrutinizer's address.

Step 4 — Scrutinizer's Report: After the voting period ends, the Scrutinizer: (a) opens the physical ballot forms (if any), (b) consolidates e-voting results from the platform, (c) prepares a report with: total votes received, votes in favor, votes against, invalid votes, and whether the resolution is passed or not, (d) submits the report to the Chairman within 48 hours.

Step 5 — Declaration of Results: The Chairman declares the result based on the Scrutinizer's report. The resolution is deemed passed on the last date of the voting period. Results are: (a) displayed on the company's website, (b) communicated to the stock exchange (listed companies), (c) filed with ROC via MGT-14 (for special resolutions) within 30 days.

Specimen Postal Ballot Notice — Format

[Illustrative format only]

[Company Name]
CIN: [Number] | Registered Office: [Address]

POSTAL BALLOT NOTICE
Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014

Dear Member,

NOTICE is hereby given pursuant to Section 110 that the following resolution(s) are proposed to be passed by way of [Ordinary/Special] Resolution through Postal Ballot / E-Voting:

Resolution No. 1 — [Subject]

To consider and, if thought fit, to pass the following resolution as a [Special/Ordinary] Resolution:

"RESOLVED THAT [full text of resolution with section references and operative portion]."

Explanatory Statement under Section 102: [All material facts, director interest, financial impact, rationale for the resolution.]

Voting Instructions: (a) E-Voting platform: [NSDL/CDSL/KFintech], (b) E-Voting period: [Start Date Time] to [End Date Time], (c) Login credentials: [Enclosed/Sent separately], (d) Physical Postal Ballot Form: Enclosed — to be returned to the Scrutinizer at [Address] by [Date], (e) Scrutinizer: Mr./Ms. [Name], [FCS/ACS Number], [Address], (f) Cut-off date: [Date] — only members as on this date are entitled to vote.

E-Voting — Practical Requirements

Companies with 1,000+ members or listed companies must provide e-voting under Section 108. In practice, e-voting has almost entirely replaced physical postal ballot forms. The company engages an authorized e-voting agency (NSDL/CDSL/KFintech), which provides: (a) a secure online voting platform, (b) unique login credentials for each member (sent by email or post), (c) voting interface showing each resolution with FOR/AGAINST/ABSTAIN options, (d) real-time vote recording, (e) final report with vote counts to the Scrutinizer.

Scrutinizer — Role and Appointment

The Scrutinizer must be a practicing Company Secretary or practicing Chartered Accountant who is not in the employment of the company. The Scrutinizer: (a) receives physical ballot forms (if any), (b) validates the forms (checking signatures against specimen, rejecting unsigned/incomplete forms), (c) accesses e-voting results from the platform, (d) prepares a consolidated report, (e) submits the report to the Chairman within 48 hours of the close of voting. The Scrutinizer ensures the integrity and transparency of the entire postal ballot process.

Filing After Postal Ballot

(a) MGT-14: File within 30 days for special resolutions and specified ordinary resolutions. (b) Any applicable consequential forms: SH-7 (capital increase), INC-24 (name change), etc. (c) Display results on company website within 2 working days. (d) Listed companies: file with stock exchange within 2 working days. (e) Preserve all postal ballot forms, e-voting records, and Scrutinizer's report as company records.

2025-26 Updates

(a) MCA V3 portal: MGT-14 and all post-postal-ballot forms now on V3. (b) E-voting platforms have been upgraded for better accessibility and mobile compatibility. (c) SEBI has expanded the list of mandatory postal ballot items for listed companies. (d) MCA Circular 03/2025 clarifies that postal ballot can be combined with VC general meetings — companies can provide both options to members.