voting, poll and resolutions

8/2/2019 Voting, Poll and Resolutions

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PROXIES,VOTING,

POLL ANDRESOLUTIONS

Presented by : Priyanka Balan

Roll no. : 41


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CONTENTS

1. PROXIES

2. VOTING & POLL

3. RESOLUTIONS

4. KINDS OF RESOLUTIONS

ORDINARY RESOLUTION

SPECIAL RESOLUTION

RESOLUTION REQUIRING A SPECIAL NOTICE


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PROXIES (Sec. 176)

A proxy is an authority to represent and vote for another

person in a meeting. It is also an instrument appointing a

person as proxy.

The person so appointed is also called a proxy

If the articles do not otherwise provide

1) A proxy can vote only on a poll.

2) A member of a private company cannot appoint more

than one proxy to attend on the same occasion.3) A member of a company not having a share capital

cannot appoint a proxy.


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Cont...

The instrument appointing a proxy shall be in writing and

signed by the appointer or his attorney duly authorized

in writing.

Proxy should be deposited 48 hours before the meeting.


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VOTING & POLL

The motions proposed in a general meeting are decided

on the votes of the members of the company.

Acc. to (sec. 87)the members holding equity share

capital have the right to vote on every motion whereas

the members with preference shares can only vote on

the motions which affect the rights attached to their

capital.

A shareholders vote is a right of property.


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Cont...

The voting may be :

1. By a show of hands

2. By taking a poll


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Voting by show of hands(sec. 177 & 178)

Acc. To sec. 177, at any general meeting,

motions put to vote are first decided by a show

of hands, unless a poll is demanded.

The duty of the chairman is to count the no. ofhands raised and declare the result accordingly.

Proxies cannot be used on a show of hands.

Acc. To sec. 178, Chairmans declaration of resultof voting by a show of hands conclusive.

Its a rough and ready method and may not

effectively reflect the interests of the members

of a company.


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Voting by poll (sec. 179)

Before or on the declaration of the result of voting on any

motion on a show of hands, a poll may be taken by the

chairman of the meeting of his own accord.

It shall, however, be taken on behalf of the persons specified

belowa) In case of a public company having a share capital, a poll can

be taken on demand of any member present in person or by

proxy and holding shares in the company-

1) Which confer a power to vote on the resolution not beingless than 1/10th of the total voting power in respect of the

resolution, or

2) On which an aggregate sum of not less than Rs. 50,000 has

been paid up.


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Cont.

b) In case of a private company having a share capital, a poll

shall be taken on demand by one member having the right

to vote on the resolution and present in person or by proxy

if not more than seven such members are personally

present , and by two such members present in person or byproxy if more than seven such members are personally

present.

c) In case of any other company, a poll shall be taken on

demand by any member present in person or by proxy and

having not less than 1/10th of the total voting power inrespect of the resolution.

The demand for a poll may be withdrawn at any time by the

person who made the demand.


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Cont.

Acc. To sec 180, a poll demanded on a question of

adjournment or the appointment of a chairman shall be taken

forthwith.

A poll is complete when its result is ascertained, and not on an

earlier day when the vote were cast. The chairman of the meeting has the power to regulate the

manner in which a poll is to be taken.


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Resolutions

The questions which generally come for consideration at the

general meeting are presented in the form of proposals called

MOTIONS.

The chairman or any member of the company can propose

the same. The motion, after the close of discussion, is formally put to

vote by a show of hands or may be put to poll if demanded by

the majority.

If a motion is carried, it becomes a RESOLUTION.


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Kinds of Resolutions(three kinds under the companies act, 1956)

1. Ordinary resolution [sec. 189 (1)]

It is passed by a majority of votes at a general meeting.

Votes can be cast by members or by proxies.

Notice for the meeting should be duly given.

Unless the Companies Act or the Memorandum or the Articlesexpressly require a special resolution or the resolutionrequiring special notice, an ordinary resolution is sufficient tocarry out any manner.

Ordinary resolutions is necessary for the following amongother purposes :

a) Adoption of new name by a company where it resemblesthe name of an existing company with the previous approvalof the central government [sec, 22 (1)(a)].


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Cont.

b) Issue of shares at a discount [sec. 79(2)].

c) Alteration of share capital [sec. 94(2)].

d) Re-issue of redeemed debentures (sec. 121).

e) Adoption of statutory report (sec. 165).

f) Passing of annual accounts and balance sheet, along with

reports of Board directors and auditors (sec. 210).

g) Appointments of auditors and fixation of their

remuneration[sec. 224 (1)].

h) Appointments of first directors who are liable to retire byrotation [sec.225(1)].

i) Increase or reduction in the number of directors within the

limit fixed by the articles (sec. 258).


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Cont.

j) Appointment of whole time directors (sec. 269).

k) Removal of a director and appointment of a director in his

place [sec. 284 (1)].

l) Approval of appointment of sole selling agents (sec. 294).

m) Winding up a company voluntarily in certain events [sec.

484 (1)(a)].

n) Appointment and fixation of remuneration of liquidators in a

members voluntarily winding up *sec. 490(1)+.

o) Nomination in a liquidator in a creditors voluntarily windingup[sec. 502(1)].


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2. Special Resolution [sec. 189(2)]

A special resolution is one which satisfies the following

conditions :

a) The intention to purpose the resolution as a special

resolution must be specified in the notice for the general

meeting.b) The notice must be duly given of the general meeting.

c) The votes cast in favour of the resolution by members

entitled to vote are not less than 3 times the number of

votes cast against the resolution by members so entitled

and voting. The members may vote in person, or in proxies

where allowed.


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Cont.

d) The statement must include all material facts related to

subject-matter of the special resolution, also the concern of

every director and manager if any.

e) A copy of every special resolution together with the

explained shall be filed with the registrar within 30 days ofpassing of the resolution.

f) The object of requiring a majority of 3/4ths of the votes for

a special resolution is to protect the minority interests.


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Special resolution is necessary for the following among otherpurposes :

a) Alteration of Memorandum for changing the changing theplace of registered office from one state to another with theleave of the company law board [sec. 17 (1) and (2)]. Specialresolution is also required for changing the object clause ofthe memorandum.

b) Changing the name of the company with the consent ofcentral government (sec. 21).

c) Omission or addition of the word Private from, or to, thename of a company (sec. 21).

d) Change of the name of a charitable or other non profitablecompany by omitting the words limited or private limited[sec. 25(3)].


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e) Alteration of the articles of a company [sec. 31 (1)].

f) Conversion of any portion of the uncalled capital intoreserve capital (sec. 99).

g) Reduction of share capital [sec. 100 (1)].

h) Variations of shareholders rights (sec. 106).i) Removal of companys registered office outside the local

limits of any city, town or village [sec. 146 (2)].

j) Keeping registers and returns at a place other than theregistered office [sec. 163 (1)].

k) Payment of interest out of capital [sec. 208 (2) and (3)].

l) Applying to the central government for appointing aninspector for investigating a companys affairs in some cases[sec. 237 (a)].


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m) Appointment of sole selling or buying agent in the case of

companies having paid-up share capital of Rs. 50 lakhs or

more [sec. 294-AA(3)].

n) Fixing the remuneration of directors where the Articles

require such resolutions [sec. 309(1)].o) Allowing a director to hold an office of profit under a

company [sec. 314 (1) and (1-b)].

p) Alteration of memorandum to render the liability of

directors unlimited [sec. 323 (1)].

q) Applying to the court to wind up a company [sec. 433 (a)].

r) Authorising the liquidator of a company to accept shares as

consideration for the transfer of its assets [sec. 494(1)].


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s) Disposal of books and papers of a company in voluntary

winding up when its affairs have been completely wound up

[sec. 550 (1) (b)].

The Act requires sanction of shareholders by a special resolution

in respect of a number of matters (in addition to those givenabove) dealt with in secs. 81, 146, 224-A, 370, 517, 546 and 579.


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3. Resolutions requiring a special notice (sec. 190)

Its not an independent class of resolutions.

Its a

The proposer must give a notice of the intention to move a

resolution.

Notice shall be given not less than 14 days before the meeting.

The company should give notice to its members.

A special notice is required in the following cases :

1. Appointment of an auditor other than the retiring ones (sec. 225).

2. Provisions that a retiring auditor shall not be re-appointed (sec.

225).

3. Removal of a director before the expiry of his period (sec. 284).


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Cont.

4. Appointment of a director in place of one who is removed

(sec. 284).

Where a resolution is passed at an adjourned meeting of (a) a

company, or (b) the holders of any class of shares in a

company, or (C) the Board of directors of a company, theresolution shall, for all purposes, be treated as having been

passed on the date on which it was in fact passed (sec. 191).

Passing of resolutions by postal ballot [sec. 192-A is inserted

by the companies (amendment) Act, 2000].

If a resolution as assented to by a majority of the shareholders

by means of postal ballot, it shall be deemed to have been

duly passed at a general meeting convenced in that behalf.


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Thank you..

voting, poll and resolutions

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