Section 47 The Companies Act, 2013

¹&³[ (1) Subject to the ⁴[provisions of section 43, sub-section (2) of section 50 and sub-section (1) of section 188],—

(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

²[(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.

Amendment

^4. Substituted by the Companies (Amendment) Act, 2017 :- Amendement effective from 09th February 2018

In section (47) sub section (1),

for the words “provisions of section 43 and sub-section (2) of section 50”

the following words shall be substituted, namely :-

“provisions of section 43, sub-section (2) of section 50 and sub-section (1) of section 188“ shall be substituted”

Exceptions/ Modifications/ Adaptations

^1. In case of private company – section 47 shall not apply where memorandum or articles of association of the private company so provides. – Notification dated 5th june, 2015.

^2. In case of Nidhi company -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. – Notification dated 5th june, 2015.

^3. In case of Specified IFSC Public Company – Shall not apply to a Specified IFSC public company, where memorandum of association or articles of association of such company provides for it. – Notification Date 4th January, 2017.