(Ascertaining the sense of the house). 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. They are as follows: (i) By acclamation, (ii) By
voice vote, (iii) By division, (iv) By show of hands, (v) By ballot and (vi) By
poll.
(i) By
acclamation. When persons present in a meeting indicate their approval or disapproval
of the motion by clapping of hands, cheering or applause, it is known
as voting by acclamation. This method is adopted where there
is a unanimous approval or disapproval. For example, the motion of thanks to
the chair is generally adopted by this method. But this method should not be
adopted if there is a sharp difference of opinion among the members on the
issue before them
(ii) By voice
vote. In this case, the Chairman puts the proposition before the meeting
and persons who are in favour of the proposition say 'yes' and those who are
against it say 'no' . The Chairman hears both the voices 'yes' and 'no' and gives
his decision after ascertaining the numbers of 'yes' and 'no'. At this stage, a
member who is dissatisfied with the Chairman's decision on the basis of voice vote
may demand a vote by show of hands.
(iii) By
division. Under this method, the Chairman requests the members present in
the meeting to divide themselves into two blocks-one in favour of the proposal
and another against it. The Chairman, with the help of the Secretary, counts
the number of persons in favour and against the proposal and gives his verdict.
(iv) 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.
(v) By
ballot. 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.
(vi) By poll.
In company meetings, voting by poll is according to the number of Shares held by
a member. 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:
(i) Every holder of equity shares shall have a right
to vote [s.87(1)].
(ii) 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).ln Ananthalakshmi v.H.l. & F. Trust, AIRl957 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. Section 182, however,
does not apply to a private company which is not a subsidiary of a public
company.
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).
(iii) A preference shareholder shall have the right
to vote only on resolutions
which directly affect the rights attached to his preference
shares [s.87(2)].
Where the directors proposed to increase the shares of the
company by issue of
further equity shares, by capitalising an amount standing to
the credit of the company's reserve account and applying the same in paying-up
the new equity shares and distributing the same as fully paid among the equity
shareholders, the proposed resolution was held to affect the rights of the
preference shareholders and could, therefore, be only carried out with their
sanction[Re john Smith's Tadcaster Brewery
Co. Ltd. (1952) 2 All ER 7511.
However, rights of preference shareholders are not
'affected' by the issue of additional ordinary shares, though their voting
rights are thereby weakened [White v. Bristol Aeroplane Co. Ltd. (1953) I
All ER40 (CA)].
(iv) Voting rights of a member are not affected by
the fact that his shares have
been attached or pledged or a receiver has been appointed [Balkrishnan Gupta v.
Swadeshi Polytex Ltd.
(1985) 58 Comp Cas. 5631.
(v) Voting to be by show of hands in the first
instance. Section 177 provides that at any general meeting, a resolution put to
vote shall, unless a poll is demanded under s.179, be decided on a show of
hands. A declaration by the chairman that on a show of hands, a resolution has
or has not been carried either unanimously or by a particular majority and an
entry to that effect in the Minutes Book of the company, shall be conclusive
evidence of the fact. No proof of the number or proportion of the votes cast in
favour of or against such resolution shall be required (s.178).
Demand for poll:
Section 179 provides that before or on declaration of the result of the voting
on any resolution on a show of hands, a poll may be ordered to be taken by the Chairman
of the meeting of his own motion and shall be ordered to be taken by him on a
demand made in that behalf by the person or persons specified below, viz.,
(a) in the case of a public company having a share
capital, by any member or members present in person or by proxy and holding
shares in the company:
(i) which confer a power to vote on the resolution not being
less than 1 / 1'0 th of the total voting power in respect of the
resolution; or (ii) on which an aggregate sum of not less than fifty thousand
rupees has been paid-up;
(b) in the case of a private company having a
share capital, by one member, present in person or by proxy if not more than
seven members are personally present and by two members present in person or by
proxy, if more than seven members are personally present;
(c) in the case of any other company, by any
member or members present in
person or by proxy and having not less than l/10th f the
total voting power in
respect of the resolution.
The chairman of the meeting may regulate the manner in which
the poll should be taken. He must appoint two scrutinisers to scrutinise the
votes given on the poll and to report thereon to him. Then the chairman will
declare the result.
Voting by companies
and government as members (Ss. 187-187-A).
Where a company or a corporation is a member of another company, it may attend
the meetings of the other company through a representative. The representative
must be appointed by a resolution of the Board of Directors or the other
governing body. Where the Central Government or a State Government is a member,
the President or the Governor of the State, as the case maybe, has the power to
appoint representatives to attend meetings of the company. The person nominated
shall hold the position of a proxy
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