PROXIES,VOTING, POLL AND RESOLUTIONS

Presented by : Priyanka Balan Roll no. : 41

CONTENTS
1. PROXIES 2. VOTING & POLL 3. RESOLUTIONS 4. KINDS OF RESOLUTIONS ORDINARY RESOLUTION SPECIAL RESOLUTION RESOLUTION REQUIRING A SPECIAL NOTICE

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.

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.

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.

Cont...
The voting may be : 1. By a show of hands 2. By taking a poll

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. of hands raised and declare the result accordingly. Proxies cannot be used on a show of hands. Acc. To sec. 178, Chairmans declaration of result of 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.

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 below a) 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 company1) Which confer a power to vote on the resolution not being less 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.

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 by proxy 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 in respect of the resolution. The demand for a poll may be withdrawn at any time by the person who made the demand.

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.

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.

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 Articles expressly require a special resolution or the resolution requiring special notice, an ordinary resolution is sufficient to carry out any manner. Ordinary resolutions is necessary for the following among other purposes : a) Adoption of new name by a company where it resembles the name of an existing company with the previous approval of the central government [sec, 22 (1)(a)].

Cont.
b) c) d) e) f) Issue of shares at a discount [sec. 79(2)]. Alteration of share capital [sec. 94(2)]. Re-issue of redeemed debentures (sec. 121). Adoption of statutory report (sec. 165). 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 by rotation [sec.225(1)]. i) Increase or reduction in the number of directors within the limit fixed by the articles (sec. 258).

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 winding up[sec. 502(1)].

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.

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 of passing 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.

 Special resolution is necessary for the following among other purposes : a) Alteration of Memorandum for changing the changing the place of registered office from one state to another with the leave of the company law board [sec. 17 (1) and (2)]. Special resolution is also required for changing the object clause of the memorandum. b) Changing the name of the company with the consent of central government (sec. 21). c) Omission or addition of the word Private from, or to, the name of a company (sec. 21). d) Change of the name of a charitable or other non profitable company by omitting the words limited or private limited [sec. 25(3)].

e) Alteration of the articles of a company [sec. 31 (1)]. f) Conversion of any portion of the uncalled capital into reserve 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 the registered office [sec. 163 (1)]. k) Payment of interest out of capital [sec. 208 (2) and (3)]. l) Applying to the central government for appointing an inspector for investigating a companys affairs in some cases [sec. 237 (a)].

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)].

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 given above) dealt with in secs. 81, 146, 224-A, 370, 517, 546 and 579.

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).

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, the resolution 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.

Thank you..