Poll

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Ashwini. K (Querist)
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15 August 2013 A valid poll was given at the general meeting. Later the same was withdrawn by the shareholders. What is the effect of the poll and resolutions. How would this effect the provisions of companies act 1956?

Ajay Mishra

Ajay Mishra (Expert)
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15 August 2013 Hi

Section 179(1) states that the chairman shall order for a poll, when a demand is made by members specified below:—
(a) In the case of a public company having share capital, by any member or members (present in person or proxy) and holding shares for a paid up value of Rs. 50,000 or members having voting right of not less than 1/10th of the total voting power.
(b) In the case of a private company, any one member having the right to vote on the resolution and present in person or by proxy, if not more than seven members were personally present and by two members present in person or by proxy, if more than seven members were personally present.
(c) In the case of any other company, any member or members holding not less than 1/10th of the total voting power have a right to demand a poll.

The person or persons who demanded a poll may withdraw the demand at any time, with the permission of the chairman.

According to the provisions of section 179 of the Act, a poll may be demanded either, before or on the declaration of the result of voting by show of hands. However, the chairman has power to order for a poll at his own motion.

In construing whether a resolution is passed by three-fourths majority present and voting, what is to be taken into consideration in calculating majority is not number of persons present and voting, but number of valid votes polled in such meeting which includes only votes which are indicating mind of voter for or against resolution. [Kirloskar Electric Co. Ltd., In re (2003) 43 SCL 186 (Kar)].
Voting is formal expression of will or opinion by person entitled to exercise right on subject or issue in question which has to be either in affirmative or negative, and any writing on ballot paper suggesting condition or reservation cannot be said to be an expression of will or opinion either for or against proposition and those votes have to be necessarily treated as invalid or void as such votes are no votes leading either way. [Arvind Mills Ltd., In re (2002) 37 SCL 660 (Guj)].

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Ajay Mishra

Ajay Mishra (Expert)
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15 August 2013
Procedure for conduct of poll
As soon as the demand for a poll is agreed, the secretary is required to assist properly the chairman for conduct of poll as per provisions of the Act. The following steps are required in that matter:—
(a) The chairman shall appoint two scrutinisers to scrutinize the votes given on the poll and to submit report thereon to him. One of the scrutinisers shall always be a member (not being an officer of the company) provided he is willing to act as a scrutiniser.
(b) Poll paper is required to be distributed to all the members and proxies, in which the text of the resolution is reproduced on which the voting of the shareholder is required. There will be columns in the poll paper to show the number of shares held and whether the person has voted in favour or against, ledger folio number and signature of the member/proxy. (Appendix 1)
(c) Make proper arrangement to put the poll paper on the box kept for the purpose.
(d) The scrutinisers will collect all the poll papers and verify and prepare a report indicating how many votes have been cast in favour and how many against. The report will be submitted to the chairman who will then announce the result.
(e) In case of any question on the validity of the ballot papers, the scrutinisers shall submit their report on that to the chairman and decision of the chairman shall be final and binding.

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