# Procedure for Conducting Voting Under Poll — Rule 21

## Powers of Chairman

The Chairman:

Regulates how the poll will be conducted
Appoints necessary scrutinizer(s)

## Chairman's Responsibilities — Step by Step

1. Provide Documents to Scrutinizers:

Register of Members
Attendance Register
Proxies
All relevant documents under Sec 105, 112, 113

2. Arrange Polling Papers:

Distributed to members and proxies
For joint holders, the first-named holder gets the polling paper

3. Recording Polling Papers:

Scrutinizers record polling papers received by initialing them

4. Sealing the Polling Box:

Scrutinizers seal and lock the empty polling box in presence of members and proxies

5. Opening the Box:

Opened by scrutinizers in presence of 2 witnesses after voting

6. Ambiguity in Proxy Validity:

Scrutinizers decide in consultation with Chairman

7. Conflict Between Member and Proxy Votes:

If both the member AND the proxy vote → the proxy's vote is disregarded

8. Count and Report:

Scrutinizers count votes and prepare report to Chairman

9. For Electronic Voting:

Company supports scrutinizers in voting and counting

10. Scrutinizer's Report Must Include:

Total votes cast
Valid votes
Votes in favor / against
Invalid votes

11. Submission:

Submit to Chairman → who countersigns it

12. Declaration:

Chairman (personally or via authorized person) declares the poll result

## Time Limit for Scrutinizer's Report

Submit in Form MGT-13 within 7 days from the date of poll.

## Status of Poll Result

The poll result is deemed to be the decision of the meeting on that resolution.

## Exemption: Applicability of Sections 101–107 and 109 to Private Companies

These sections apply unless the AOA specifies otherwise.
Private companies that have filed their financial statements and annual return are exempt from some provisions.

Worked example

### Example 1

Example: Mr. R appoints Mr. S as his proxy. Both attend the meeting. On a poll, both Mr. R (in person) and Mr. S (as proxy) cast votes. Whose vote will be counted?

Solution: When the member himself votes, the proxy's vote is disregarded. Mr. R's vote will be counted; Mr. S's vote as proxy is invalid.

### Example 2

Example: A poll was conducted on 10th October. By when must the scrutinizer file the report and in what form?

Solution: Within 7 days of the poll, i.e., by 17th October, in Form MGT-13.

⚠️ Common exam mistakes

Confusing the 3-day deadline (e-voting consolidated report) with the 7-day deadline (poll scrutinizer report in MGT-13)
Forgetting that for joint holders, only the FIRST-named holder receives the polling paper
Believing the member's vote is disregarded when proxy also votes — it is the PROXY's vote that is disregarded
Forgetting that the polling box must be sealed in presence of members/proxies and opened in presence of 2 witnesses

Reference: Rule 21 / Form MGT-13 — Companies (Management and Administration) Rules, 2014

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Procedure for Conducting Voting Under Poll (Rule 21)

Worked example

⚠️ Common exam mistakes