Royal Ltd., an unlisted company is having issued and paid up share capital of 40,00,000 equity shares of ₹10 each. In the annual general meeting Mr. Karan holding 3,40,000 equity shares has appointed Mr. Mayur as his pro

As per Section 105 of the Companies Act, 2013, any member of a company is entitled to attend and vote at a meeting of the company and shall also be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf. The proxy shall not be entitled to speak at the meeting and shall not be entitled to vote except on a poll. Further, Section 109 of the Companies Act, 2013 provides that 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: 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 five lakh rupees or such higher amount as may be prescribed has been paid-up and 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. The demand for a poll may be withdrawn at any time by the persons who made the demand. A poll demanded for adjournment of the meeting or appointment of Chairman of the meeting shall be taken forthwith. A poll demanded on any question other than adjournment of the meeting or appointment of Chairman shall be taken at such time, not being later than forty-eight hours from the time when the demand was made, as the Chairman of the meeting may direct. Where a poll is to be taken, the Chairman of the meeting shall appoint such number of persons, as he deems necessary, to scrutinise the poll process and votes given on the poll and to report thereon to him as provided in Rule 21 of the Companies (Management and Administration) Rules, 2014. The Chairman of the meeting shall have power to regulate the manner in which the poll shall be taken. The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. In view of the above provisions the Chairman will be advised as below: Mr. Mayur and Ms. Radha being proxy shall not be entitled to speak or vote on show of hands but they can demand poll. Since the demand for poll made by Mr. Mayur and Ms. Radha as proxies, is complying with the requirements as above, the Chairman will have to arrange for taking poll as demanded by Mr. Mayur and Ms. Radha within 48 hours as provided.