Decoding Secretarial Standards – Voting in General Meeting


In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.

In this post, I will discuss Secretarial Standards related to Voting in General Meeting under SS – 2.

Proposing a Resolution:

Every Resolution shall be proposed by a Member and seconded by another Member. [Paragraph 7.1 of SS – 1]

This is an amazing ritual. Some members come to a general meeting for proposing or seconding a resolution. Management of other companies, depute so shareholder employees to do this job. What is signifying? While sending a notice, a resolution is already proposed.

In those golden days of physical meeting, matter usually came for discussion and a member volunteer to draft essence of meeting as a resolution and there after another member second it after checking it.

E-voting:

Every company having its equity shares listed on a recognized stock exchange other than companies whose equity shares are listed on SME Exchange or on the Institutional Trading Platform and other companies as prescribed shall provide e-voting facility to their Members to exercise their Voting Rights. [Paragraph 7.2.1 of SS – 2]

Other companies presently prescribed are companies having not less than one thousand Members. [Background Paragraph 1 after Paragraph 7.2.1 of SS – 2]

The facility of Remote e-voting does not dispense with the requirement of holding a General Meeting by the company. [Background Paragraph 2 after Paragraph 7.2.1 of SS – 2]

Voting at the Meeting:

Every company, which has provided e-voting facility to its Members, shall also put every Resolution to vote through a ballot process at the Meeting. [Paragraph 7.2.2 of SS – 2]

This is a up to its own class reply by Ministry as well of institute of criticism faced on earlier version of e – voting rules where it was asked it matter be decided by electronic voting why physical meeting is required? The suggestion with earlier criticism was to hold electronic voting only after discussion in meeting. But creating hurdles and mockery is Indian system. Hence, this ancient ballot process is here.

Ballot process may be carried out by distributing ballot/poll slips or by making arrangement for voting through computer or secure electronic systems. [Background Paragraph 1 after Paragraph 7.2.2 of SS – 2]

This is again fun. Please read it with definition given in these standards namely; “voting by electronic means” and “remote e – voting”. This standards ask company providing “remote e – voting” to provide “on – spot e – voting” with an alternate of “on spot paper ballot”.

Any Member, who has already exercised his votes through Remote e – voting, may attend the Meeting but is prohibited to vote at the Meeting and his vote, if any, cast at the Meeting shall be treated as invalid. [Background Paragraph 2 after Paragraph 7.2.2 of SS – 2]

A member, who has already exercised his vote, may come just to ensure quorum or to have get together.

A Proxy can vote in the ballot process. [Background Paragraph 3 after Paragraph 7.2.2 of SS – 2]

Who will appoint proxy if he had already exercised “remote e – voting”?

Show of Hands:

Every company shall, at the Meeting, put every Resolution, except a Resolution which has been put to Remote e-voting, to vote on a show of hands at the first instance, unless a poll is validly demanded. [Paragraph 7.3 of SS – 2]

A Proxy cannot vote on a show of hands. [Paragraph 7.3 of SS – 2]

Poll:

The Chairman shall order a poll upon receipt of a valid demand for poll either before or on the declaration of the result of the voting on any Resolution on show of hands. [Paragraph 7.4 of SS – 2]

A valid demand is not defined in these standards and need to refer the Act. I understand, company by its articles may provide for poll.

Poll in such cases shall be through a Ballot process. [Background Paragraph 1 after Paragraph 7.4 of SS – 2]

While a Proxy cannot speak at the Meeting, he has the right to demand or join in the demand for a poll. [Background Paragraph 2 after Paragraph 7.4 of SS – 2]

The poll may be taken by the Chairman, on his own motion also. [Background Paragraph 3 after Paragraph 7.4 of SS – 2]

Voting Rights:

Every Member holding equity shares and, in certain cases as prescribed in the Act, every Member holding preference shares, shall be entitled to vote on a Resolution. [Paragraph 7.5.1 of SS – 2]

Every Member entitled to vote on a Resolution and present in person shall, on a show of hands, have only one vote irrespective of the number of shares held by him. [Background Paragraph 1 after Paragraph 7.5.1 of SS – 2]

A Member present in person or by Proxy shall, on a poll or ballot, have votes in proportion to his share in the paid up equity share capital of the company, subject to differential rights as to voting, if any, attached to certain shares as stipulated in the Articles or by the terms of issue of such shares. [Background Paragraph 2 after Paragraph 7.5.1 of SS – 2]

Preference shareholders have a right to vote only in certain cases as prescribed under the Act. [Background Paragraph 3 after Paragraph 7.5.1 of SS – 2]

A Member who is a related party is not entitled to vote on a Resolution relating to approval of any contract or arrangement in which such Member is a related party. [Paragraph 7.5.1 of SS – 2]

I think for the purpose of understanding, an explanatory statements may disclose interested members for every resolution.

Second or Casting Vote:

Unless otherwise provided in the Articles, in the event of equality of votes, whether on show of hands or electronically or on a poll, the Chairman of the Meeting shall have a second or casting vote. [Paragraph 7.6 of SS – 2]

Where the Chairman has entrusted the conduct of proceedings in respect of an item in which he is interested to any Dis-interested Director or to a Member, a person who so takes the chair shall have a second or casting vote. [Background Paragraph 1 after Paragraph 7.6 of SS – 2]

At the end of this post, I want to mention that some provisions I criticised here may be taken from the Act or relevant Rules and in such case may be treated my suggestion for relevant changes the Act or these Rules.

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.

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