Votes cast by shareholders determine the fate of every resolution. The Companies Act, 2013 prescribes four distinct modes:
## The Four Modes of Voting
Mode
Governing Section
1. Voting by Show of Hands
Section 107
2. Voting by Electronic Means
Section 108
3. Voting by demand of Poll
Section 109
4. Voting by Postal Ballot
Section 110
## Who Has the Right to Vote?
Equity shareholders: Right to vote on every motion.
Preference shareholders: Right to vote only on resolutions that directly affect their rights (Section 47).
## Nature of the Right to Vote
Voting is a personal right of the shareholder. He may:
Vote in any manner he likes;
Split his votes — some for the resolution and some against;
Choose not to use all his votes at a poll.
This liberty is statutorily preserved under Section 106(3): on a poll, a member with more than one vote (or his proxy) need not use all his votes or cast them in the same way.
Worked example
### Example 1
Q: Mr. T holds 1,000 equity shares of ABC Ltd, each carrying one vote. At a poll on a resolution, can he cast 600 votes 'for' and 400 votes 'against'?
A:Yes. Section 106(3) permits a member at a poll to split his votes — he need not cast all his votes in the same way. Mr. T may vote 600 'for' and 400 'against', or even leave some unused.
### Example 2
Q: A preference shareholder of XYZ Ltd wants to vote on a resolution for issue of bonus shares to equity shareholders. Is he entitled?
A:No. Under Section 47, preference shareholders may vote only on resolutions affecting their rights. A bonus issue to equity shareholders does not directly affect preference rights, so he is not entitled to vote.
⚠️ Common exam mistakes
Assuming preference shareholders have no voting right at all — they vote on matters that affect their rights.
Believing a poll-voting member must cast all his votes one way — splitting is permitted.
Confusing 'voting by show of hands' with 'voting by poll' — show of hands counts one vote per person; poll counts one vote per share.
Bare-Act text Section 106(3) · Companies Act, 2013 · click to expand
On a poll taken at a meeting of a company, a member entitled to more than one vote, or his proxy, where allowed, or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses.