# Voting Rights — Section 47
Section 47 lays down the voting rights of members holding equity and preference share capital.
## 1. Voting Rights of Equity Shareholders — Section 47(1)
Subject to Section 43, Section 50(2), and Section 188(1):
- (a) Every member holding equity share capital has a right to vote on every resolution placed before the company.
- (b) Voting on a poll is in proportion to his share in the paid-up equity share capital.
Special Case — Nidhi Company:
No member shall exercise voting rights on a poll in excess of 5% of total voting rights of equity shareholders.
## 2. Voting Rights of Preference Shareholders — Section 47(2)
Every member holding preference share capital has a right to vote only on resolutions which:
- (a) Directly affect the rights attached to his preference shares; and
- (b) Relate to the winding up of the company, or repayment or reduction of its equity or preference share capital.
## 3. Additional Rule — Preference Dividend Default
If dividend on preference shares has not been paid for 2 years or more, preference shareholders get the right to vote on every resolution placed before the company.
## 4. Summary
```
Voting Rights
/ \
Equity Shares Preference Shares
/ \ |
Normal DVR shares (in proportion of paid-up cap.)
| | |
On every As per --------------------
resolution AOA/ | | |
(paid-up terms of Dividend Winding Directly
proportion) issue unpaid 2 up / cap affecting
yrs or + reduction interest
resolution
```
## 5. Key Cross-References
- Section 43 — Kinds of share capital (equity, preference).
- Section 50(2) — Calls in advance (no voting rights on advance amount).
- Section 188(1) — Related party transactions (interested members can't vote).