(a) Notwithstanding any of the provisions of this part of Articles, the Company may, and in
the case of resolutions relating to such business as notified under the Companies
(Management and Administration) Rules, 2014, as amended, or other Law required to
be passed by postal ballot, shall get any resolution passed by means of a postal ballot,
instead of transacting the business in the General Meeting of the Company. Also, the
Company may, in respect of any item of business other than ordinary business and any
business in respect of which Directors or Auditors have a right to be heard at any
meeting, transact the same by way of postal ballot.
(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall
follow the procedures as prescribed under Section 110 of the Act and the Companies
(Management and Administration) Rules, 2014, as amended from time.
41. VOTES OF MEMBERS
(a) No Shareholder shall be entitled to vote either personally or by proxy at any General
Meeting or meeting of a class of Shareholders either upon a show of hands or upon a
poll in respect of any shares registered in his name on which calls or other sums
presently payable by him have not been paid or in regard to which the Company has
exercised any right of lien.
(b) No member shall be entitled to vote at a General Meeting unless all calls or other sums
presently payable by him have been paid, or in regard to which the Company has lien
and has exercised any right of lien.
(c) Subject to the provisions of these Articles, without prejudice to any special privilege or
restrictions as to voting for the time being attached to any class of shares for the time
being forming a part of the Capital of the Company, every Shareholder not disqualified
by the last preceding Article, shall be entitled to be present, and to speak and vote at
such meeting, and on a show of hands, every Shareholder present in person shall have
one vote and upon a poll, the voting right of such Shareholder present, either in person
or by proxy, shall be in proportion to his share of the Paid Up Share Capital of the
Company held alone or jointly with any other Person or Persons.
Provided however, if any Shareholder holding Preference shares be present at any
meeting of the Company, save as provided in Section 47(2) of the Act, he shall have a
right to vote only on resolutions placed before the Meeting, which directly affect the
rights attached to his preference shares.
(d) On a poll taken at a meeting of the Company, a Shareholder entitled to more than one
vote, or his proxy, or any other Person entitled to vote for him (as the case may be),
need not, if he votes, use or cast all his votes in the same way.
(e) A Shareholder of unsound mind or in respect of whom an order has been made by any
court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll,
through a committee or through his legal guardian; and any such committee or
guardian may, on a poll vote by proxy. If any Shareholder be a minor his vote in respect
of his Share(s) shall be exercised by his guardian(s), who may be selected (in case of
dispute) by the Chairman of the meeting.
(f) If there be joint registered holders of any shares, any one of such Persons may vote at