What is Voting by show of hands?
Voting by show of hands is a method used in company meetings where members vote by raising their hands instead of using a ballot or electronic voting system. This method is commonly used for passing ordinary resolutions in general meetings unless a poll is demanded or electronic voting is required.
One Vote Per Member – Each member present in the meeting is entitled to one vote, regardless of the number of shares they hold.
Section 107 of Companies Act.
(1) At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out electronically, be decided on a show of hands.
( In Simple terms:- At any general meeting, a resolution will be decided by a show of hands unless a poll is requested under Section 109 or the voting is done electronically.)
(2) A declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands under sub-section (1) and an entry to that effect in the books containing the minutes of the meeting of the company shall be conclusive evidence of the fact of passing of such resolution or otherwise.
( In Simple terms:- The Chairman’s declaration regarding the approval or rejection of a resolution by a show of hands under sub-section (1), along with its entry in the minutes of the company’s meeting, shall serve as conclusive evidence of the resolution’s outcome.)
In case of private company – Section 107 shall apply, unless otherwise specified in respective sections or the articles of the company provide otherwise – Notification dated 5th June, 2015
(In Simple terms:- The provision states that for private companies, the rule under Section 107 of the Companies Act, 2013, shall generally apply. However, there are two exceptions:
If the company’s Articles of Association (AoA) state otherwise – Private companies have flexibility in governance. If their Articles specify a different procedure for decision-making (such as an alternative method for voting), then the provisions of Section 107 may not apply.
If a specific section of the Act provides otherwise – This means that if any other section explicitly overrides the applicability of Section 107 for private companies, that provision will take precedence.)
SS-2:- 7.3 Show of Hands Every company shall, at the Meeting, put every Resolution, except a Resolution which has been put to Remote e-voting, to vote on a show of hands at the first instance, unless a poll is validly demanded.
A Proxy cannot vote on a show of hands.
In case of a private company, the voting by show of hands shall be in accordance with this paragraph, unless otherwise provided in the Articles.
