Voting rights

(1)

Subject to the provisions of section 43 and sub-section

(2)

of section 50 provisions of section 43, sub-section (2) of section 50 and sub-section (1) of section 188,—

(a)

every member of a company limited by shares and holding equity share capital therein, shall have a right to vote on every resolution placed before the company; and

(b)

his voting right on a poll shall be in proportion to his share in the paid-up equity share capital of the company.

(2)

Every member of a company limited by shares and holding any preference share capital therein shall, in respect of such capital, have a right to vote only on resolutions placed before the company which directly affect the rights attached to his preference shares and, any resolution for the winding up of the company or for the repayment or reduction of its equity or preference share capital and his voting right on a poll shall be in proportion to his share in the paid-up preference share capital of the company:

Proviso

Provided that the proportion of the voting rights of equity shareholders to the voting rights of the preference shareholders shall be in the same proportion as the paid-up capital in respect of the equity shares bears to the paid-up capital in respect of the preference shares:

Proviso

Provided further that where the dividend in respect of a class of preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all the resolutions placed before the company.

Notes, amendments & references (6)

Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018 effective from 09.02.2018. To view the notification, Click Here

This section shall not apply to Private Company and specified IFSC Public Companies where memorandum or articles of association of the Company so provides, vide notification no. G.S.R. 464 (E) dated 5th June 2015 and GSR 08 (E) dated 4th January,2017.

(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June 2017)

To view the notification, Click Here

“ voting right ” means the right of a member of a company to vote in any meeting of the company or by means of postal ballot

Section 47(1)(b) shall apply to nidhi companies, subject to the modification that no member shall exercise voting rights on poll in excess of five per cent. of total voting rights of equity shareholders vide notification no. G.S.R. 465(E) dated 5th June 2015. To view the notification, Click Here