INDIA Law and Practice Contributed by: C R Dua, Sanjeev Kaul, Abhinav Rastogi and Ashish Malkotia, Dua Associates
Show of hands The voting in any general meeting on a resolution is conducted through a show of hands unless a poll is demanded or the voting is carried out electronically. A proxy cannot vote by show of hands. Poll Before or on the declaration of the voting result on any resolution on a show of hands, the chair of the general meeting may (on its own motion) order a poll to be taken. The chair shall order a poll to be conducted if a request is made by members present in person or by proxy (when permitted) who collectively represent at least 10% of the voting power or hold shares with a total paid-up amount of at least INR500,000. Electronic means Every company that has listed its shares on a recog- nised stock exchange, as well as any company with at least 1,000 members, is required to provide its mem- bers with the ability to vote on resolutions proposed for consideration at a general meeting through elec- Any item of business that is not an ordinary business, as well as any matters for which directors or auditors have the right to be heard at a general meeting, may also be conducted through a postal ballot (ie, the cast- ing of a vote by a shareholder via postal or electronic means). For companies with more than 200 members, certain prescribed matters must be specifically trans- acted through postal ballot. For voting by poll, electronic means or postal ballot, a scrutiniser is appointed to oversee the voting process and ensure that it is carried out fairly and transpar- ently. 2.10 Shareholders’ Rights Relating to the Business of a Meeting A shareholder cannot bring up a specific issue to be considered or resolved and put it to vote at the general meeting if said issue was not included in the agen- da/notice convening the general meeting. However, shareholders holding the prescribed number/percent- age of shares can requisition the company to: tronic means. Postal ballot
• reducing the share capital; • making loans and investments or providing guar- antee or security in excess of the prescribed limits (not applicable to a private company); • removing the auditors; and • winding up the company voluntarily. 2.9 Voting Requirements Voting Rights Every member of a company limited by shares who holds equity share capital therein shall have a right to vote on every resolution placed before the company, and their voting right on a poll shall be in proportion to their share in the paid-up equity share capital of the company. If a company has issued equity shares with differential rights as to voting and dividends, voting rights would then be computed accordingly. In the case of voting by a show of hands, each shareholder is entitled to one vote. Preference shareholders can vote only on resolutions affecting their share rights. However, if their dividends are unpaid for two or more years, they gain the right to vote on all matters at general meetings, like equity shareholders. Voting by Proxy/Authorised Representative Proxy A member of a company is entitled to appoint another person (who need not be a member of the company) as a proxy, who shall attend and vote at general meet- ings on behalf of such member. The proxy is not per- mitted to speak during the meeting and can only vote on a poll. Authorised representative A corporate member of a company may, by a resolu- tion of its board or other governing body, authorise any person it deems fit to act as its representative at any general meeting of the company. Such an author- ised representative is treated as a member personally present. Manners of Voting The Act provides for the following manners of voting by shareholders.
109 CHAMBERS.COM
Powered by FlippingBook