PROXIES, VOTES AND POLLING

Recently we have discussed “General Meetings” and “Preparing General Meetings”. In this post we will discuss things during meetings like Proxies, voting, poll and related matters.

Proxies are one of the beauties of corporate legislations. Proxies have their important in corporate decision making through voting and polls.

PROXIES (SECTION 105):

Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf. A proxy shall not have the right to speak at such meeting and shall not be entitled to vote except on a poll.

A member of a company not having a share capital shall not be entitled to appoint proxy unless articles provide so. Central Government may also specify companies whose members shall not be entitle to appoint a proxy.

A person appointed as proxy shall not act as proxy for more than fifty members or for more than prescribed number of shares.

In every notice calling a meeting of a company which has a share capital, or the articles of which provide for voting by proxy at the meeting, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where that is allowed, one or more proxies, to attend and vote instead of himself, and that a proxy need not be a member. In case of default under this provision, every officer of the company who is in default shall be punishable with fine which may extend to five thousand rupees.

The period for depositing proxy form with the company shall not be a period longer than a period of forty – eight hours before the meeting.

Any invitation to appoint as proxy a person at the companies expenses is punishable. Every officer of the company who knowingly issues the invitations as aforesaid or willfully authorises or permits their issue shall be punishable with fine which may extend to one lakh rupees.

However, it is permissible to issues a list of person willing to act as proxies, where it is issued on request in writing.

The instrument appointing a proxy shall be in writing and be signed by the appointer or his attorney. Where appointer is a body corporate, it shall be sealed of body corporate and signed by an officer of attorney.

No instrument appointing proxy shall be disqualify for a special requirement specified in articles of a company.

Every member entitled to vote at a meeting of the company, or on any resolution to be moved thereat, shall be entitled during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days’ notice in writing of the intention so to inspect is given to the company.

RESTRICTION ON VOTING RIGHTS (SECTION 106):

The articles of a company may provide that no member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid, or in regard to which the company has exercised any right of lien.

A company shall not restrict or prohibit any member from exercise his voting right on any other ground.

A member or his proxy is allowed to exercise all his vote differently. For example, a member with three votes may exercise one vote in favour and two against a same resolution.

VOTING BY SHOW OF HAND (SECTION 107):

At any general meeting, a resolution put to vote shall be decided on show of hand. The voting may also be carried out electronically for all resolution. Where voting is being carried out by sho of hand, a poll may also be demanded.

A declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands and an entry to that effect in the books containing the minutes of the meeting of the company shall be conclusive evidence of the fact of passing of such resolution or otherwise.

VOTING ELECTRONICALLY (SECTION 108):

Any company may opt voting through electronic means. The central government may prescribe certain companies for compulsory electronic voting in general meetings.

DEMAND FOR POLL (SECTION 109):

The chairperson has power to order a poll before or on declaration of result of a voting on his own motion.

Transparent voting box 2007 (Photo credit: Wikipedia)

In case of companies having share capital, the members present or their proxies with one – tenth of voting power or members holding not less than five lakh rupees may demand a poll before or on declaration of result.

In case of companies not having a share capital, the members present in person or by proxy having not less than one – tenth of the total voting power may demand poll before or on declaration of result.

The demand for a poll may be withdrawn at any time by the persons who made the demand.

A poll demanded for adjournment of the meeting or appointment of Chairman of the meeting shall be taken immediately. In all other case the chairperson of the meeting may decide the time for poll. The poll so demanded should be taken place within forty – eight hours of the demand.

Where a poll is to be taken, the chairman of the meeting shall appoint necessary number of person to scrutinise the poll process and vote given on the poll and to report thereon.

The Chairperson of the meeting shall have power to regulate the manner in which the poll shall be taken.

The result of the poll shall be deemed to be decision of the meeting, the chairman is bound by the result of the poll.

POSTAL BALLOT (SECTION 110):

A company shall transact businesses notified by Central Government through postal ballot only not in general meeting.

A company may transact any business through postal ballot except –

(i)           ordinary business in an annual general meeting; and

(ii)          business in respect of which directors or auditors have a right to be heard at any meeting.

A resolution passed through postal ballot shall be deemed to have been passed at a general meeting.

REPRESENTATION OF PRESIDENT AND GOVERNORS (SECTION 112):

The President of India or the Governor of a State, if a member of a company, may appoint a person as his representative for a meeting of the company.

The person appointed as representative shall have all powers of members including right to appoint a proxy.

REPRESENTATION OF BODY CORPORATE (SECTION 113):

A Body Corporate as a member may by resolution of its Board of Directors or Governing Body may authorised a person as its representative. The person appointed as representative shall have all powers of members including right to appoint a proxy.

A Body Corporate as a creditor may by resolution of its Board of Directors or Governing Body may authorised a person as its representative.

Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

Related articles

• PREPARING GENERAL MEETING (Companies Act, 2013) (aishmghrana.me)