Section 110 of the Companies Act, 2013
Section 110 of the Companies Act, 2013 deals with "Postal Ballot" – a method for companies to get shareholders' approval on certain matters without holding a physical general meeting.
📜 Section 110 – Postal Ballot
Sub-section (1): A company shall (i.e., mandatorily) transact certain items of business only through postal ballot, instead of transacting them at a general meeting.
The Central Government may prescribe such matters via rules. However:
This does not apply to:
One Person Companies (OPCs), and
Companies having members of not more than 200.
Sub-section (2): A company may also opt (i.e., voluntarily) to transact any other item of business by means of postal ballot.
🧾 What is a Postal Ballot?
A postal ballot means voting by post or electronic means instead of voting physically at a meeting.
✅ Key Points:
Certain resolutions must be passed through postal ballot (as per rules).
Some resolutions may be passed optionally through postal ballot.
Small companies and OPCs are exempt from mandatory postal ballots.
📌 Example of items requiring postal ballot (as per Companies (Management and Administration) Rules, 2014):
Alteration of object clause in MOA.
Sale of the whole or substantially the whole of the undertaking.
Issuing shares with differential rights.
Buy-back of shares.
⚖️ Purpose:
To ensure shareholder participation in major corporate decisions, especially when a physical meeting is not feasible or practical.
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