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Section 47 of the Companies Act 2013: Voting Rights

SECTION-47 (Voting rights) under CHAPTER-IV (Share Capital and Debentures) of the Companies Act, 2013

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




Extra Notes for Readers

(1) The Companies Act, 2013 received the assent of the President on the 29th August, 2013 (Published in the Gazette of India, Extraordinary, Part II - Section 1 by Ministry of Law and Justice, Legislative Department on 30th August, 2013) - link


(2) Section 47 of the Companies Act 2013 was notified by MCA Notification S.O. 902(E) dated 26th March 2014 (w.e.f. 1st April 2014) - link

(3) Further, refer the Companies (Share Capital and Debentures) Rules, 2014 - link

(4) Exemption to Nidhis(Nidhi Companies) - MCA Notification G.S.R. 465(E) dated 5th June 2015 - link

Sl. No.
Provisions of the Companies Act, 2013
Exceptions, modifications and adaptations
1.
Clause (b) of sub-section (1) of Section 47
Shall apply, subject to the modification that no member shall exercise voting rights on poll in excess of five per cent. of total voting rights of equity shareholders.

(5) Exemption to Private Companies - MCA Notification G.S.R. 464(E) dated 5th June 2015 - link

Sl. No.
Chapter/ Section number/ Sub-section(s) in the Companies Act, 2013
Exceptions/Modifications/Adaptations
1.
Chapter IV, Section 47
Shall not apply where memorandum or articles of association of the private company so provides.

(6) Exemption to Specified IFSC Public Company - MCA Notification G.S.R. 08(E) dated 4th January, 2017 - link

Serial
Number
Provisions of the Companies    Act,    2013 (18 of 2013)
Exceptions/Modifications/Adaptations
1
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.





This page was last updated on 7th January, 2017.

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