What is Poll ?
A poll is a formal voting process in a company meeting where votes are counted based on the number of shares held by members, rather than a simple show of hands.
Section 109 of Companies Act 2013
(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(suo moto, By choice), and shall be ordered to be taken by him on a demand made in that behalf,—
Who can Demand For Poll ?
(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 (10%) of the total voting power or holding shares on which an aggregate sum of not less than five lakh rupees (5,00,000) 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 (10%) of the total voting power.
(2) The demand for a poll may be withdrawn at any time by the persons who made the demand.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 (Immediately).
(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 (48) 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 as may be prescribed.
(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.
SS-2
9.1 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 (Immediately) 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.
9.2 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.
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. A Member who did not attend the Meeting can participate and vote in the poll in such cases.
In case of a private company, the demand and conduct of poll shall be as stated above, unless otherwise provided in the Articles.
9.4 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.
In case of a private company, the appointment of scrutiniser(s) shall be in accordance with this paragraph, unless otherwise provided in the Articles.
9.5.1 The scrutiniser(s) shall submit his report within seven days from the last date of the poll to the Chairman who shall countersign the same and 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.
In case Chairman is not available, for such purpose, the report by the scrutiniser shall be submitted to a person authorised by the Chairman to receive such report, who shall countersign the scrutiniser’s report on behalf of the Chairman. The result shall be announced by the Chairman or any other person authorised by the Chairman in writing for this purpose. 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. In case of a private company, the declaration of result of poll shall be in accordance with this paragraph, unless otherwise provided in the Articles.
9.5.2 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 for at least three days 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.
9.5.3 The result of the poll shall be deemed to be the decision of the Meeting on the Resolution on which the poll was taken.
Rule 21 Manner in Which the Chairman of Meeting Shall Get the Poll Process Scrutinised and Report Thereon.-
(1) 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.
(b) The Scrutinizers are provided with all the documents received by the Company pursuant to sections 105, 112 and section 113.
(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.
(d) The Scrutinizers shall keep a record of the polling papers received in response to poll, by initialing it.
(e) The Scrutinizers shall lock and seal an empty polling box in the presence of the members and proxies.
(f) The Scrutinizers shall open the Polling box in the presence of two persons as witnesses after the voting process is over.
(g) In case of ambiguity about the validity of a proxy, the Scrutinizers shall decide the validity in consultation with the Chairman.
(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.
(i) The Scrutinizers shall count the votes cast on poll and prepare a report thereon addressed to the Chairman.
(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.
(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.
(l) The Scrutinizers shall submit the Report to the Chairman who shall counter-sign the same.
(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.
(2) 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.
Disclaimer: This content is written by Chiman Soni, a CS Executive student and founder of Corporate Laws Hub. The information provided herein is for educational and informational purposes only and should not be construed as legal advice or financial advice. While every effort has been made to ensure the accuracy and reliability of the information, readers are advised to consult a qualified legal professional, financial advisor, or refer to authoritative sources for specific legal or financial queries or concerns.
Content Sources Disclaimer
The information provided in this article has been compiled from reliable and publicly accessible sources: MCA/ICSI/SEBI/Income Tax Department/GST Portal/(IP India)/Supreme Court of India/BSE/NSE/Other Sources.
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