Page 201 - DCOM106_COMPANY_LAW

Company Law

Notes need not be a member of the company. (iii) The instrument appointing a proxy must be in
writing and signed by the appointor. (iv) The proxy form must bear the date of the meeting.
(v) No company can make it compulsory for anyone to lodge proxies earlier than 48 hours
before the meeting. (vi) A proxy may be revoked before the person appointed has voted. (vii) A
proxy can demand a poll. (viii) A proxy cannot vote against the wishes of his appointor.
Secretarial work as regards proxies

(a) Scrutinise the proxy forms to see whether they comply with the provisions of the Act, and
the bye-laws and rules of the company. (b) Any proxies received after the stipulated time limit
must be returned with a note that they cannot be accepted. (c) Any irregularities in proxy forms
should be reported to chairman of the meeting, as he is the final authority to accept or reject
them. (d) Each correct proxy form is countersigned by the secretary. (e) Enter the correct proxy
forms in the register of proxies. (f) Return the proxy form to the member together with an
admission card in the name of the proxy.

12.5.4 Voting and Poll

Unanimity on all matters before a meeting is always not obtained. In the absence of unanimity,
the chairman wants to know the wishes of the persons present therein. This is known as
ascertaining the sense of the house and for this purpose; he has to put the matter before the house
to the members. There are various methods which can be adopted by the chairman to put the
matter to vote in order to ascertain the wishes of the members.
In the case of a company, the Act prescribes two methods to ascertain the wishes of the members.
These are:
(i) By Show of Hands: Under this method, the chairman asks all those in favour of the
resolution to raise their right hand and when that number is noted, asks all those against
to do likewise. The chairman then declares the result of the voting indicating whether the
proposal has been carried or lost.
(ii) By Poll: In company meetings, voting by poll is according to the number of shares held by
a member. Under this method, every person present records his vote on a ballot paper and
deposits it in the ballot box provided for that purpose. The counting of ballots cast for and
against the motion reveals the results. This method ensures secrecy in casting votes. The
voting by show of hands may not always reflect the opinion of members upon a value
basis. Also, there may be a number of proxies who can vote only by poll and not by show
of hands.

Rules in respect of voting

As per the provisions of the Act, rules regarding voting may be noted as follows:
1. Every holder of equity shares shall have a right to vote [s. 87(1)].
2. Right of an equity shareholder to vote cannot be prohibited on the ground that, he has not
held his shares for any specified period before the meeting or on any other ground (s.182).
In Ananthalakshmi vs. H. I. & F. Trust, AIR 1951 Mad. 927, a provision in the Articles of a
company that only those shareholders would be entitled to vote whose names have been
there on the register for two months before the date of the meeting was held to be in
contravention of the Act.
The only ground on which the right to vote may be excluded is non-payment of calls by a
member or other sums due against a member or where the company has exercised the
right of lien on his shares (s.181).

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