# Procedure for Conducting Voting Under Poll

## Concept Snapshot

When members demand a poll at a general meeting (instead of a show of hands), Rule 21 of the Companies (Management and Administration) Rules, 2014 lays down the procedural roadmap. The poll is supervised by the Chairperson with the assistance of scrutinizers.

## 1. Powers of the Chairperson

The Chairperson regulates the conduct of the poll.
The Chairperson appoints scrutinizers (key safeguard against manipulation).

## 2. Procedure for Conducting a Poll (Rule 21)

### A. Chairperson's Duties Before & During the Poll

The Chairperson must ensure that scrutinizers receive:

Register of Members
Attendance Register
Proxy forms
All documents required under Sections 105 (proxies), 112 (corporate representation), and 113 (representation by President/Governor).

### B. Polling Mechanics

Step	What happens
1	Polling papers prepared and distributed to members & proxies. For joint holders, only the first-named holder gets the paper.
2	Scrutinizers initial each polling paper received (audit trail).
3	Polling box is sealed and locked in presence of members/proxies.
4	After voting closes, box is opened in presence of 2 witnesses.
5	Ambiguity on proxy validity → scrutinizer decides in consultation with Chairperson.
6	If both member AND proxy vote → proxy's vote is disregarded.
7	Scrutinizers count votes & prepare a report.
8	For e-voting at venue, the company assists scrutinizers in voting & counting.

### C. Scrutinizer's Report — Contents

Total votes cast | Valid votes | Votes in favour/against | Invalid votes.

### D. Submission Timeline

Scrutinizer submits the report in Form MGT-13 within 7 days of the poll.
The Chairperson countersigns the report.
Chairperson declares the result personally or through an authorised person.

## 3. Legal Effect

The result of the poll is deemed to be the decision of the meeting — no further vote needed.

## 4. Exemption — Private Companies (Sections 101 to 107 & 109)

These sections apply to private companies unless the AoA otherwise provides.
Private companies that have filed Financial Statements and Annual Return enjoy certain exemptions.

## Quick Recall Box

Form: MGT-13 | Days to submit: 7 | Witnesses to open box: 2 | Both member & proxy vote → Proxy disregarded.

Worked example

### Example 1

Example 1 — Member and proxy both vote: Mr. A holds 1,000 shares. He appointed Mr. B as proxy but attends and votes himself. Mr. B also lodges a proxy vote. Answer: The proxy's vote is disregarded; Mr. A's 1,000 votes count.

### Example 2

Example 2 — Joint holders: Shares held jointly by P (first named), Q, R — all three demand polling papers. Answer: Only P (the first-named holder) is entitled to the polling paper.

### Example 3

Example 3 — Late scrutinizer's report: Poll held 5 May; MGT-13 filed 15 May. Answer: Rule 21 requires submission within 7 days, so the report is late.

⚠️ Common exam mistakes

Confusing Form MGT-13 (poll report) with MGT-7 (annual return) or MGT-14 (filing of resolutions).
Writing the timeline as 30 days instead of 7 days.
Forgetting that when both member and proxy vote, the MEMBER's vote prevails.
Stating that all joint holders get a polling paper — only the FIRST-NAMED does.
Missing the requirement of 2 witnesses while opening the polling box.

Bare-Act text Rule 21 · Companies (Management and Administration) Rules, 2014 · click to expand

Rule 21 of the Companies (Management and Administration) Rules, 2014 — Procedure on poll: chairperson regulates conduct, appoints scrutinizers, scrutinizers receive register of members/attendance register/proxies, polling papers distributed (first named joint holder), polling box sealed and opened in presence of two witnesses, scrutinizer submits report in Form MGT-13 within 7 days.

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Procedure for Conducting Voting Under Poll (Rule 21)

Worked example

⚠️ Common exam mistakes