Section 47 of Companies Act, 2013 – Voting Rights

SECTION 47. VOTING RIGHTS

[Effective from 1st April, 2014]

(1) Subject to the [provisions of section 43, sub-section (2) of section 50 and sub-section (1) of section 188] [1]—

(a) every member of a company limited by shares and holding equity share capital therein, shall have a right to vote on every resolution placed before the company; and

(b) his voting right on a poll shall be in proportion to his share in the paid-up equity share capital of the company.

EXEMPTIONS

Clause (b) shall apply to a Nidhi company, subject to the modification that no member shall exercise voting rights on poll in excess of five percent of total voting rights of equity shareholders vide Notification No. G.S.R. 465 (E) dated 5th June, 2015.

(2) Every member of a company limited by shares and holding any preference share capital therein shall, in respect of such capital, have a right to vote only on resolutions placed before the company which directly affect the rights attached to his preference shares and, any resolution for the winding up of the company or for the repayment or reduction of its equity or preference share capital and his voting right on a poll shall be in proportion to his share in the paid-up preference share capital of the company:

Provided that the proportion of the voting rights of equity shareholders to the voting rights of the preference shareholders shall be in the same proportion as the paid-up capital in respect of the equity shares bears to the paid-up capital in respect of the preference shares:

Provided further that where the dividend in respect of a class of preference shares has not been paid for a period of two years or more, such class of preference shareholders shall have a right to vote on all the resolutions placed before the company.

EXEMPTIONS

Section 47 shall not apply to a private company where a memorandum or the articles of association of the company so provide , vide Notification No. 464(E) dated 5th June, 2015.

The above mentioned exception shall be applicable to a private company which has not committed a default in filing its financial statements under section 137 of the said Act or annual return under section 92 of the said Act with the Registrar, vide amendment notification F. No. 1/1/2014- CL-V dated 13th June 2017. 

Section 47 shall not apply to a Specified IFSC public company, where memorandum of association or articles of association of such company provides for it,  vide Notification No. 08(E) dated 4th January, 2017.

[1] Substituted for the words, figures and brackets “provisions of section 43 and sub-section (2) of section 50,” by the Companies (Amendment) Act 2017 vide Notification No. File No. 1/1/2018-CL.I dated 9^th February, 2018.