Chapter VII - Management and Administration
Section 110
Section 110: postal ballot
A company must use a postal ballot for business the Central Government notifies, and may use one for most other business, in the prescribed manner.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) Notwithstanding anything contained in this Act, a company— (a) shall, in respect of such items of business as the Central Government may, by notification, declare to be transacted only by means of postal ballot; and (b) may, in respect of any item of business, other than ordinary business and any business in respect of which directors or auditors have a right to be heard at any meeting, transact by means of postal ballot, in such manner as may be prescribed, instead of transacting such business at a general meeting: Provided that any item of business required to be transacted by means of postal ballot under clause (a), may be transacted at a general meeting by a company which is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that section. (2) If a resolution is assented to by the requisite majority of the shareholders by means of postal ballot, it shall be deemed to have been duly passed at a general meeting convened in that behalf.
Introduction
Section 110 operates notwithstanding anything else in the Act. Business notified by the Central Government must be transacted by postal ballot. Other business may be, except ordinary business and business on which directors or auditors have a right to be heard.
Since 9 February 2018, a company required to provide electronic voting under section 108 may transact mandatory postal-ballot items at a general meeting instead.
Key takeaways
Mandatory items
Business the Central Government declares, by notification, to be transacted only by postal ballot.
Optional route
Any business other than ordinary business and business on which directors or auditors have a right to be heard.
Deemed meeting resolution
A resolution assented to by the requisite majority by postal ballot is deemed passed at a general meeting convened for the purpose.
Classify the business
Under clause (a), business that the Central Government notifies must be transacted only by postal ballot. Under clause (b), any other business may be transacted by postal ballot, except ordinary business and business on which directors or auditors have a right to be heard at a meeting.
- India Code — consolidated Companies Act, 2013, section 110
- eGazette — Companies (Amendment) Act, 2017 (1 of 2018)
- eGazette — S.O. 630(E), 9 February 2018 (commencement of Act 1 of 2018)
- eGazette — S.O. 902(E), 26 March 2014 (commencement from 1 April 2014)
- eGazette — Companies (Management and Administration) Rules, 2014, G.S.R. 260(E)
Use the e-voting proviso where available
The proviso inserted with effect from 9 February 2018 allows a company required to provide e-voting under section 108 to transact clause (a) business at a general meeting, in the manner provided in that section.
Follow the prescribed procedure
Rule 22 of the Companies (Management and Administration) Rules, 2014 sets out the postal-ballot procedure and the notified items. The rule has been amended since 2014, so check the current text for the item list, notice and scrutiny steps.
A resolution assented to by the requisite majority of shareholders by postal ballot is deemed to have been duly passed at a general meeting convened for that purpose.
Practical preparation
Check whether the item is notified for postal ballot. Exclude ordinary business and items on which directors or auditors must be heard. Decide whether the e-voting proviso applies. Follow the current rule 22 procedure. Record the scrutiniser’s report and the result.
Section 122(1) states that section 98 and sections 100 to 111 do not apply to a One Person Company.
Practical checklist
Do
- Check the current notified item list before planning a meeting agenda.
- Keep the postal-ballot notice, scrutiniser report and result together.
Avoid
- Do not pass ordinary business by postal ballot.
- Do not use postal ballot for business on which directors or auditors have a right to be heard.
Illustrative example
Hypothetical: notified item for a listed company
A listed company must approve an item that is notified for postal ballot.
Classify
The item falls under section 110(1)(a).
Choose route
Because the company is required to provide e-voting, it may take the item at a general meeting under the proviso, or conduct a postal ballot.
Record
The result and scrutiniser report are recorded.
Outcome
- Either route satisfies section 110 if it follows the prescribed manner.
Glossary
- Postal ballot
- Transacting business by members’ assent or dissent in the prescribed manner, instead of at a general meeting.
- Ordinary business
- The four AGM items listed in section 102(2)(a) that are not deemed special business.
Frequently asked questions
Can a mandatory postal-ballot item be taken at a general meeting?
Yes, by a company required to provide e-voting under section 108, in the manner that section provides.
When is a postal-ballot resolution treated as passed?
Once the requisite majority assents by postal ballot, it is deemed duly passed at a general meeting convened in that behalf.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026