Item: Procedure to Conduct Poll at General Meetings
Author: Muhammed Fasil K

Section 109 provides that:—

Before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made in that behalf,—

(a) in the case a company having a share capital, by the members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power or holding shares on which an aggregate sum of not less than five lakh rupees or such higher amount as may be prescribed has been paid-up; and

(b) in the case of any other company, by any member or members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power.

Procedure to Conduct Poll at General Meetings

As per the Rule 21(1) of the Companies (Management and Administration) Rules, 2014 the chairman of a meeting shall ensure that :—

(a)The Scrutinizers are provided with the Register of Members, specimen signatures of the members, Attendance Register and Register of Proxies.

(b)The Scrutinizers are provided with all the documents received by the company pursuant to sections 105, 112 and section 113.

(c) The Scrutinizers shall arrange for polling papers and distribute them to the members and proxies, present at the meeting. In case of joint shareholders, the polling paper shall be given to the first named holder or in his absence to the joint holder attending the meeting as appearing in the chronological order in the folio. The Polling paper shall be in Form MGT-12.

(d) The Scrutinizers shall keep a record of the polling papers received in response to poll, by initialing it.

(e) The Scrutinizers shall lock and seal an empty polling box in the presence of the members and proxies.

(f) The Scrutinizers shall open the Polling box in the presence of two persons as witnesses after the voting process is over.

(g) In case of ambiguity about the validity of a proxy, the Scrutinizers shall decide the validity in consultation with the Chairman.

(h) The Scrutinizers shall ensure that if a member who has appointed a proxy has voted in person, the proxy’s vote shall be disregarded.

(i) The Scrutinizers shall count the votes cast on poll and prepare a report thereon addressed to the Chairman.

(j) Where voting is conducted by electronic means under the provisions of section 108 and rules made thereunder, the company shall provide all the necessary support, technical and otherwise, to the Scrutinizers in orderly conduct of the voting and counting the result thereof.

(k) The Scrutinizers’ report shall state total votes cast, valid votes, votes in favour and against the resolution including the details of invalid polling papers and votes comprised therein.

(l) The Scrutinizers shall submit the signed Report to the Chairman who shall counter-sign the same.

(m) The Chairman shall declare the result of Voting on poll. The result may either be announced by him or a person authorized by him in writing.

Report of the scrutinisers on the Poll

The scrutinizers appointed for the poll, shall submit a report to the Chairman of the meeting in Form MGT-13 and the report shall be signed by the scrutinizer and, in case there is more than one scrutinizer by all the scrutinizers, and the same shall be submitted by them to the Chairman of the meeting within seven days from the date the poll is taken. [Rule 21(2)]

Casting vote

In the case of equality of votes, the chairman can exercise a second or casting vote. This right is exercisable only where it is expressly conferred by the Articles.

Where the chairman abstains, the resolution is deemed to have been "not carried". The chairman can exercise his casting vote contingently i.e. to take effect, if necessary, on settlement of validity of doubtful vote resulting in equality of votes.

Voting by electronic mode

Section 108 of the Companies Act, 2013 has introduced the concept of voting by electronic means and provides that Central Government may prescribe the class or classes of companies in which a member may exercise his right to vote by electronic means. Rule 20 of the Companies (Management and Administration) Rules, 2014 lays down detailed rules in this regard.

E-book on draft resolutions and procedures

Procedure to Conduct Poll at General Meetings

Procedure to Conduct Poll at General Meetings

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