Prabal, Executive Director of your company having paid up share capital ₹300 lakh fears that in the upcoming extraordinary general meeting on resolution for capital reduction, there will be lots of disturbances and unrul

CS Executive · Company Law and Practice · PYQS · June 2025
Prabal, Executive Director of your company having paid up share capital ₹300 lakh fears that in the upcoming extraordinary general meeting on resolution for capital reduction, there will be lots of disturbances and unruly behaviour in the meeting from shareholders. Being the Compliance Officer of the company, you are approached by Prabal to send him a note on: (i) Who can demand for a poll? (ii) When is the scrutinizer required to submit his report? (iii) What is the rule for preservation of postal ballots? Advise your Executive Director in light of the provisions of Companies Act, 2013.

Answer & Explanation:

i) Under Section 109(1) of the Companies Act, 2013: Before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made in that behalf by the following person(s): (a) in the case a company having a share capital: by the members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power or holding shares on which an aggregate sum of not less than ₹5,00,000/- or such higher amount as may be prescribed, has been paid-up; and (b) in the case of any other company, by any member or members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power. ii) As per sub-rule (2) of Rule 21 of the Companies (Management and Administration) Rules, 2014, the scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots to the Chairman within seven days from the date the poll is taken. iii) Rule 22(11) of the Companies (Management and Administration) Rules, 2014, The postal ballot and all other papers relating to postal ballot including voting by electronic means, shall be under the safe custody of the scrutinizer till the chairman considers, approves and signs the minutes and thereafter, the scrutinizer shall return the ballot papers and other related papers or register to the company who shall preserve such ballot papers and other related papers or register safely.

Topics: Meetings of Board and its Powers

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