Thursday, 26 June 2014

Scrutiny of Poll Process



Section 109 of the Companies Act 2013 deals with provisions related to demand for Poll in a general meeting.
Where a poll is to be taken, the chairman of the meeting shall appoint necessary number of person to scrutinise the poll process and vote given on the poll and to report thereon. [Section 109(5)]
Rule 21 of the Companies (Management and Administration) Rules 2014 deals with “manner in which the Chairman of meeting shall get the poll process scrutinised and report thereon”.
The Chairman of a meeting shall ensure that-
(a) The Scrutinizers are provided with the Register of Members, specimen signatures of the members, Attendance Register and Register of Proxies.
(b) The Scrutinizers are provided with all the documents received by the Company pursuant to sections 105, 112 and section 113.
(c) The Scrutinizers shall arrange for Polling papers and distribute them to the members and proxies present at the meeting; in case of joint shareholders, the polling paper shall be given to the first named holder or in his absence to the joint holder attending the meeting as appearing in the chronological order in the folio and the Polling paper shall be in Form MGT – 12.
(d) The Scrutinizers shall keep a record of the polling papers received in response to poll, by initialing it.
(e) The Scrutinizers shall lock and seal an empty polling box in the presence of the members and proxies.
(f) The Scrutinizers shall open the Polling box in the presence of two persons as witnesses after the voting process is over.
(g) In case of ambiguity about the validity of a proxy, the Scrutinizers shall decide the validity in consultation with the Chairman.
(h) The Scrutinizers shall ensure that if a member who has appointed a proxy has voted in person, the proxy’s vote shall be disregarded.
(i) The Scrutinizers shall count the votes cast on poll and prepare a report thereon addressed to the Chairman.
(j) Where voting is conducted by electronic means under the provisions of section 108 and rules made thereunder, the company shall provide all the necessary support, technical and otherwise, to the Scrutinizers in orderly conduct of the voting and counting the result thereof.
(k) The Scrutinizers’ report shall state total votes cast, valid votes, votes in favour and against the resolution including the details of invalid polling papers and votes comprised therein.
(l) The Scrutinizers shall submit the Report to the Chairman who shall counter-sign the same.
(m) The Chairman shall declare the result of Voting on poll. The result may either be announced by him or a person authorized by him in writing. [Rule 21(1)]
The scrutinizers appointed for the poll, shall submit a report to the Chairman of the meeting in Form MGT – 13 and the report shall be signed by the scrutinizer and, in case there is more than one scrutinizer by all the scrutinizer, and the same shall be submitted by them to the Chairman of the meeting within seven days from the date the poll is taken.
FORM MGT – 12 BALLOT PAPER:
The Ballot Paper shall contain following details:
  1. Name of the First Named Shareholder
  2. Postal Address
  3. Registered Folio Number/ client ID number
  4. Class of Share
  5. Item number of resolution
  6. Number of share held by member
  7. Assent
  8. Dissent
  9. Signature of Signature
FORM MGT – 13 REPORT OF SCRUTINIZER:
Dear Sir,
I/We, ____________________________, *and ___________________________, appointed as
Scrutinizer(s) for the purpose of the poll taken on the below mentioned resolution(s), at the ___________ meeting of the Equity Shareholders of ______________Limited, held on _______________ at ________________, submit our report as under:
1. After the time fixed for closing of the poll by the Chairman, ________ ballot boxes kept for polling were locked in my/our presence with due identification marks placed by me/us.
2. The locked ballot boxes were subsequently opened in my/our presence and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by the Company / Registrar and Transfer Agents of the Company and the authorizations / proxies lodged with the Company.
3. The poll papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately.
OR
I/We did not find any poll papers invalid.
* Not applicable if there is only one scrutinizer appointed.
4. The result of the Poll is as under:
(a) Resolution _______ – ________________________________________
(Reproduce Item No. and heading of the Resolution)
  1. Voted in favour of the resolution
    1. Number of members present and voting (in person or by proxy)
    2. Number of voted cast by them
    3. Percentage of total number of valid votes cast
  2. Voted against the resolution
    1. Number of members present and voting (in person or by proxy)
    2. Number of voted cast by them
    3. Percentage of total number of valid votes cast
  3. Invalid votes:
    1. Total number of members (n person or by proxy) whose votes were declared invalid
    2. Total number of votes cast by them
—————————- (Enumerate depending on the number of resolutions for which poll is taken)
5. A Compact Disc (CD) containing a list of equity shareholders who voted “FOR”, “AGAINST” and those whose votes were declared invalid for each resolution is enclosed.
6. The poll papers and all other relevant records were sealed and handed over to the Company Secretary / Director authorized by the Board for safe keeping