Decoding Secretarial Standards – Conduct of Poll


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 Conduct of Poll under SS – 2.

When a poll is demanded on any Resolution, the Chairman shall get the validity of the demand verified and, if the demand is valid, shall order the poll forthwith if it is demanded on the question of appointment of the Chairman or adjournment of the Meeting and, in any other case, within forty-eight hours of the demand for poll. [Paragraph 9.1]

In the case of a poll, which is not taken forthwith, the Chairman shall announce the date, venue and time of taking the poll to enable Members to have adequate and convenient opportunity to exercise their vote. The Chairman may permit any Member who so desires to be present at the time of counting of votes. [Paragraph 9.2]

If the date, venue and time of taking the poll cannot be announced at the Meeting, the Chairman shall inform the Members, the modes and the time of such communication, which shall in any case be within twenty four hours of closure of the Meeting. [Background Paragraph 1 after Paragraph 9.2]

This is clear, when a poll is demanded in a meeting; it may take place within twenty – four hours of closure of the Meeting. This may be by paper ballot or electronic method but apparently it will not be by “postal ballot” or “electronic remote voting”.

A Member who did not attend the Meeting can participate and vote in the poll in such cases. [Background Paragraph 2 after Paragraph 9.2]

Each Resolution put to vote by poll shall be put to vote separately. [Paragraph 9.3]

One ballot paper may be used for more than one item. [Background Paragraph 1 after Paragraph 9.3]

Appointment of scrutinisers:

The Chairman shall appoint such number of scrutinisers, as he deems necessary, who may include a Company Secretary in Practice, a Chartered Accountant in Practice, a Cost Accountant in Practice, an Advocate or any other person of repute who is not in the employment of the company, to ensure that the scrutiny of the votes cast on a poll is done in a fair and transparent manner. [Paragraph 9.4]

At least one of the scrutinisers shall be a Member who is present at the Meeting, provided such a Member is available and willing to be appointed. [Background Paragraph 1 after Paragraph 9.4]

Declaration of results:

Based on the scrutiniser’s report, the Chairman shall declare the result of the poll within two days of the submission of report by the scrutiniser, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not. [Paragraph 9.5.1]

This Standard here does not mention a period within which result should be submitted to the Chairman. According to Background Paragraph after Paragraph 16.3(h) related to postal ballot, the scrutiniser is required to submit his report within seven days from the last date of receipt of postal ballot forms.

The scrutiniser shall submit his report to the Chairman who shall countersign the same. In case Chairman is not available, for such purpose, the report by the scrutiniser shall be submitted to any Director who is authorised by the Board to receive such report, who shall countersign the scrutiniser’s report on behalf of the Chairman. [Background Paragraph 1 after Paragraph 9.5.1]

The result shall be announced by the Chairman or any other person authorised by the Chairman in writing for this purpose. [Background Paragraph 2 after Paragraph 9.5.1]

The Chairman of the Meeting shall have the power to regulate the manner in which the poll shall be taken and shall ensure that the poll is scrutinised in the manner prescribed under the Act. [Background Paragraph 3 after Paragraph 9.5.1]

The result of the poll with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not shall be displayed on the Notice Board of the company at its Registered Office and its Head Office as well as Corporate Office, if any, if such office is situated elsewhere, and in case of companies having a website, shall also be placed on the website. [Paragraph 9.5.2]

The result of the poll shall be deemed to be the decision of the Meeting on the Resolution on which the poll was taken. [Paragraph 9.5.3]

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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