Demand
for Poll-Overview
109. (1) Before or on the declaration of the result of
the voting on any resolution on show of hands, a poll may be ordered to be
taken by the Chairman of the meeting on his own motion, and shall be ordered to
be taken by him on a demand made in that behalf—
 (a) in the
case a company having a share capital, by the members present in person or by
proxy, where allowed, and having not less than one-tenth of the total voting
power or holding shares on which an aggregate sum of not less than five lakh
rupees or such higher amount as may be prescribed has been paid-up; and |
(b)
in the case of any other company, by any member or members present in person
or by proxy, where allowed, and having not less than one-tenth of the total
voting power.
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(2) The demand for a poll may be withdrawn at
any time by the persons who made the demand.
(3) A poll demanded
for adjournment of the meeting or appointment of Chairman of the meeting shall
be taken forthwith.
(4) A poll demanded
on any question other than adjournment of the meeting or appointment of
Chairman shall be taken at such time, not being later than forty-eight hours
from the time when the demand was made, as the Chairman of the meeting may
direct.
(5) Where a poll is
to be taken, the Chairman of the meeting shall appoint such number of persons,
as he deems necessary, to scrutinise the poll process and votes given on the
poll and to report thereon to him in the manner..
COMMENT: Manner in
Which the Chairman of Meeting Shall Get the Poll Process Scrutinised and Report
Thereon.-
(A) The Chairman of a meeting shall ensure that-
(a) The Scrutinizers are provided
with the Register of Members, specimen signatures of the members, Attendance
Register and Register of Proxies.
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(b) The Scrutinizers are provided
with all the documents received by the Company pursuant to sections 105, 112 and section
113.
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(c) The Scrutinizers shall arrange
for Polling papers and distribute them to the members and proxies present at
the meeting; in case of joint shareholders, the polling paper shall be given
to the first named holder or in his absence to the joint holder attending the
meeting as appearing in the chronological order in the folio and the Polling
paper shall be in Form No. MGT.12.
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(d) The Scrutinizers shall keep a
record of the polling papers received in response to poll, by initialling it.
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(e) The Scrutinizers shall lock and
seal an empty polling box in the presence of the members and proxies.
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(f) The Scrutinizers shall open the
Polling box in the presence of two persons as witnesses after the voting
process is over.
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(g) In case of ambiguity about the
validity of a proxy, the Scrutinizers shall decide the validity in
consultation with the Chairman.
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(h) The Scrutinizers shall ensure
that if a member who has appointed a proxy has voted in person, the proxy’s
vote shall be disregarded.
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(i) The Scrutinizers shall count
the votes cast on poll and prepare a report thereon addressed to the
Chairman.
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(j) Where voting is conducted by
electronic means under the provisions of section 108 and rules made thereunder, the company shall
provide all the necessary support, technical and otherwise, to the
Scrutinizers in orderly conduct of the voting and counting the result
thereof.
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(k) The Scrutinizers’ report shall
state total votes cast, valid votes, votes in favour and against the
resolution including the details of invalid polling papers and votes
comprised therein
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(l) The Scrutinizers shall submit
the Report to the Chairman who shall counter-sign the same.
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(m) The Chairman shall declare the
result of Voting on poll. The result may either be announced by him or a
person authorized by him in writing.
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(B) The scrutinizers appointed for the poll, shall submit
a report to the Chairman of the meeting in Form No.
MGT.13 and
the report shall be signed by the scrutinizer and, in case there is more than
one scrutinizer by all the scrutinizer, and the same shall be submitted by them
to the Chairman of the meeting within seven days from the date the poll is
taken.
(6) Subject to the provisions of this section, the
Chairman of the meeting shall have power to regulate the manner in which the
poll shall be taken.
(7) The result of
the poll shall be deemed to be the decision of the meeting on the resolution on
which the poll was taken.]
Exceptions/ Modifications/
Adaptations
1. In case of private company - Section 109 shall
apply unless otherwise specified in respective sections or the articles of
the company provide otherwise. - Notification dated 5th June, 2015.
2.
In case of Specified IFSC Public
Company - Section 109 shall apply in case of a
Specified IFSC public company, unless otherwise specified in the articles of
the company. Notification Date 4th January, 2017.
DISCLAIMER: THE ARTICLE IS BASED ON
THE RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING AT THE TIME OF THE
PREPARATION. IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT AND INDIRECT RESULT
FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING INITIATIVE.
THE AUTHOR – CS DEEPAK SETH (ASSOCIATE PARTNER
HELPINGHANDS PROFESSIONALS LLP) AND CAN BE REACHED AT
CONTACTHHPRO@GMAIL.COM OR 9910248911.
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