The document discusses voting and polls in company meetings. It provides details about: - Show of hands and poll being two popular voting methods, with show of hands being the default unless a poll is demanded. - Equity shareholders having the right to vote according to number of shares held during a poll, while show of hands allows one vote per member. - Restrictions on equity shareholder voting rights if calls or dues are unpaid, while preference shareholders can only vote on resolutions directly affecting them. - Requirements for demanding a poll, including support from members holding 10% of votes or shares worth Rs. 500,000 in companies with share capital.

1. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
Affiliated Institution of G.G.S.IP.U, Delhi
Corporate law(888207)
Bcom(H) Sec. A 3rd Sem.
First Shift
Voting and Poll
Jyoti Saini
Assistant Professor

2. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
VOTING AND POLL
Whenever a matter is put before a meeting,
unanimity on that matter may not be
obtained. In such a circumstance, the
Chairman may put the matter to vote in order
to ascertain the wishes of the persons present
at the meeting.

3. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
POPULAR METHODS OF VOTING
• By show of hand
• By poll

4. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
BY SHOW OF HANDS
Section 107 provides that an any general
meeting, voting in the first instance, is to be
show of hands unless a poll is demanded
under sec 109 or voting is carried on
electronically. Under this method, every
member has one vote and proxies are not
allowed, unless expressly allowed by the
articles of the company.

5. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
BY POLL
Under this method, each member has the
right to vote according to the number of
shares held by him i.e. one vote in respect of
each share. Proxies are also allowed.

6. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
RULES REGARDING VOTING
• Voting rights of equity shareholders
• Voting rights of preference shareholders

7. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
VOTING RIGHTS OF EQUITY
SHAREHOLDERS
As per sec 47(1) of the companies act, every
shareholder of equity shares has to vote on
every resolution placed before the company.
Sec 106 further provides that the right of an
equity shareholder to vote cannot be
prohibited on the ground that has not held his
shares for any specified period before the
meeting or any other ground.

8. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
RESTRICTION ON THE RIGHT OF AN
EQUITY SHAREHOLDER TO VOTE
As per sec 106, a company however, through
its articles, can restrict the right of an equity
shareholder to vote, on the following grounds:
i. Non- payment of calls by a member
ii. Other sums personally payable by him not
paid
iii. Where the company has exercised the right
of lien on his shares.

9. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
VOTING RIGHTS OF PREFERNCE
SHAREHOLDERS
As per sec 47 (2) the preference shareholders
have the right to vote only on the resolutions
directly affecting them. Any resolution for
winding up the company or for the repayment of
reduction of its share capital shall be deemed
directly to affect the rights attached to preference
shares. But right of preference shareholders are
not affected by the issue of additional ordinary
shares, though their voting rights are thereby
weakened.

10. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
POLL
As per sec 107, every resolution put to vote a
general meeting, shall be decided by show of
hands, unless a poll is demanded under sec
109.
When a poll is demanded and ordered to be
taken, the result of voting by show of hands
stands negated or cancelled.

11. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
DEMAND FOR POLL
As per sec 109, demand for poll can be made
by the chairman either on his own motivation,
or on a demand made to him by person or
persons specified below:
A. In case of a company having share capital
B. In the case of any other company

12. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
IN CASE OF A COMPANY HAVING
SHARE CAPITAL
In case of a company having share capital, by
any members present in person or by proxy
and holding shares in the company:
• Which confer a power to vote on the
resolution not being less than 1/10th of the
total voting power in respect of the
resolution; or
• On which an aggregate sum of not less than
Rs. 500000 has been paid up.

13. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
IN THE CASE OF ANY OTHER COMPANY
In the case of any other company, by any
member or members present in person or by
proxy and having not less than 1/10th of the
total voting power in respect of the resolution.

14. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75