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47 Voting rights.

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CHAPTER IV

Section 47 of 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.

[1] 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. 

(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.

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.

[1] Exempted vide Notification No. G.S.R. 465(E) dated 5th June,2015.

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

[3] Section 47 shall not apply to a specified IFSC public company where a memorandum or the articles of aassociation of such company so provides for it , vide Notification No. 08(E) dated 04th January 2017.

Short Notes:

  • This section came into force from April 1, 2014
  • It seeks to provide that every member who is a holder of equity share shall have the right to vote on every resolution placed before the company. His voting right on a poll shall be in proportion to his share in the paid up equity share capital of the Company.
  • Every member holding preference share capital in the company shall have right to vote on resolutions affecting the rights attached to preference shares, on any resolution for winding up of the company or for reduction of capital and his voting right on a poll shall be in proportion to his share in the paid up preference share capital.
  • In case the dividend in respect of preference shares has not been paid for two years or more, the preference shareholders shall have right to vote on all resolutions. 

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