Companies Act Section 110 — Postal ballot
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Sub-section (1) states that, despite anything else in this Act, a company must use postal ballot for items of business that the Central Government declares, by notification, must be transacted only through postal ballot. The company may also choose to use postal ballot for any other item of business, except for ordinary business and any business where directors or auditors have a right to be heard at a meeting, and it must do so in the prescribed manner instead of transacting that business at a general meeting. However, there is a proviso: if a company is required to provide electronic voting facilities under section 108, then any item of business that must be transacted by postal ballot under clause (a) may instead be transacted at a general meeting using the electronic voting method provided in that section.
Sub-section (2) provides that if a resolution is approved by the requisite majority of shareholders through postal ballot, it is treated as if it had been duly passed at a general meeting called for that purpose.
Official Text
(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: 1[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.