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Long Answer Questions · Q9

Q.Explain the different methods of voting at a company meeting recognised under the Companies Act, 2013.

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A meeting's decisions are only as reliable as the voting method used to reach them, and the Companies Act, 2013 recognises four distinct methods, each suited to a different situation.

1. Show of hands. Unless a poll is demanded, or e-voting is mandatorily required, a resolution put to a general meeting is first voted upon by a show of hands. Every member personally present who holds shares gets exactly one vote, regardless of how many shares they actually own. It is quick and simple, but it does not reflect the true economic weight of shareholding behind a decision — a member holding one share and a member holding a hundred thousand shares carry equal weight on a show of hands.

2. Poll. Under Section 109, any member present (in person or by proxy) — or the chairman of the meeting — may demand a poll either before, or immediately upon declaration of the result of, a vote taken by show of hands, on any resolution (subject to limited exceptions such as the election of a chairman or a motion of adjournment). On a poll, votes are counted in proportion to the voting rights actually held by each member — ordinarily proportional to shareholding — giving a far more accurate picture of where genuine majority support lies. A poll can overturn the result that a show of hands had initially indicated.

3. Postal ballot. Under Section 110, certain specified classes of resolution must be passed only through postal ballot, and a company may additionally choose to put other resolutions to postal ballot voluntarily (subject to statutory exceptions, such as ordinary business or any business where members must be physically present, e.g., matters requiring the auditor to be heard). In a postal ballot, members cast their vote by post, or through an approved electronic system, without needing to attend a meeting venue at all — extending participation to members who could never realistically travel to attend in person. …

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