Postal ballot
Section 110 of the Companies Act, 2013 deals with postal ballot. 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; The Act came into force on 01 Apr 2014.
(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.
Section 110, The Companies Act, 2013 (Act 18 of 2013).
Cross-references
Extracted from the operative text of the enactments themselves. Every destination below exists in our corpus.
This section refers to
Related judgements & precedents
These are some judgments that construed this section, and hold precedence value. They hold authority on how to read, interpret and use this section.
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Godrej Industries Ltd.
Court's Decision & Legal Precedent
The Court held that section 110, notwithstanding its omnibus non-obstante clause, does not do away with an actual general meeting: a postal ballot (which by section 2(65) includes electronic voting) is an additional facility for greater inclusiveness and not a substitute for a meeting, because a shareholder's right to question, to seek clarification, to persuade and to move amendments cannot be eliminated, and the quorum requirement of section 103 cannot be met by votes cast in absentia. It further held that the non-obstante clause in section 110 of the 2013 Act cannot extend to sections 391 and 394 of the 1956 Act, so that compulsory postal-ballot-only voting cannot apply to court-convened meetings; electronic voting must also be made available at the venue of the meeting, and a member who has voted remotely may attend the meeting but not vote again.
On this section: Directly construes section 110(1) and (2) and its non-obstante clause, holding that the section cannot displace an actual general meeting and in particular has no application to a court-convened scheme meeting.
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Bannari Amman Sugars Ltd.
Court's Decision & Legal Precedent
Applying section 110 of the Companies Act, 2013 read with section 391(2) of the Companies Act, 1956 and the SEBI circulars of 04.02.2013, 21.05.2013 and 30.11.2015, the Court permitted a listed company whose promoters held 54.72% and non-promoters 45.28% of the shares to obtain the approval of its equity shareholders to a scheme entirely by postal ballot and e-voting, appointing a chairperson to conduct the voting on a fixed date, to have the votes scrutinised the next day and to declare and report the result.
On this section: Illustrates the working of section 110 in practice, treating it with section 391(2) and the SEBI circulars as authority for substituting postal ballot and e-voting for a shareholders' meeting in a listed company's scheme.
The holding above is the ratio decidendi as extracted from the judgment by eCourts India, reproduced unaltered — it is a rendering of the court's reasoning, not a substitute for its words. Read the order itself before relying on it.
Made under this section, and citing it
4 instruments state that it was made under this provision — the power to make it comes from here, so a change to any of them changes what this section requires in practice. Newest first.
- Companies (Management and Administration) 2nd Amendment Rules, 2018.Rule 2018
- Companies (Management and Administration) Second Amendment Rules, 2015Rule 2015
- The Companies (Management and Administration) Amendment Rules, 2014Rule 2014
- The Companies (Management and Administration) Second Amendment Rules, 2014Rule 2014
Another 3 instruments name this provision in its title or its text without being made under it.
Questions about Section 110
What have the courts held on Section 110 of the Companies Act?
Godrej Industries Ltd. (08 May 2014) is the leading judgment on this section among those set out below: Directly construes section 110(1) and (2) and its non-obstante clause, holding that the section cannot displace an actual general meeting and in particular has no application to a court-convened scheme meeting. Another 1 judgment on this section is set out below. They run from 2014 to 2016.
How do I find court cases under Section 110 of the Companies Act?
In judgments and charge sheets this section is written several ways, and each form finds a different set of orders. These search the full text of every order eCourtsIndia holds, best matches first: Companies Act 110, section 110 Companies Act, section 110 of the Companies Act. People searching for it also type companies act cap 110 uganda. Each opens the full list of orders on eCourtsIndia, where it can be narrowed by court, year and outcome. 2 reported judgments on this section are set out on this page, beginning with Godrej Industries Ltd. (08 May 2014).
What should I read with Section 110 of the Companies Act, and has it changed?
Its own text turns on section 108 (Voting through electronic means), so none of them can safely be read on its own. The rules and notifications made under it are where it actually bites, and there are 4: most recently Companies (Management and Administration) 2nd Amendment Rules, 2018. (2018), then Companies (Management and Administration) Second Amendment Rules, 2015 (2015), and 2 more.
When did Section 110 of the Companies Act come into force?
Section 110 of the Companies Act, cited as Companies Act 110, came into force on 01 Apr 2014, having been enacted on 29 Aug 2013. It is in force as at the date shown on this page.
Other sections of this Act
- 2. Definitions5089 words
- 143. Powers and duties of auditors and auditing standards1867 words
- 230. Power to compromise or make arrangements with creditors and members1432 words
- 232. Merger and amalgamation of companies1416 words
- 149. Company to have Board of Directors1403 words
- 217. Procedure, powers, etc., of inspectors1390 words
Source and method. Compiled from the enactments of Parliament and of the State legislatures as published on India Code, and republished together with commentary and other original matter under section 52(1)(q)(ii) of the Copyright Act, 1957. Structured, cross-referenced and maintained by eCourtsIndia. Text as in force on 14 Oct 2026. This page is not a substitute for legal advice.