Paragraph 7 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Paragraph 7 of SS-2 sets out how a resolution is actually put to the members: who proposes it, which companies must offer e-voting, how the vote at the meeting is taken, how many votes each member has, who may not vote and who decides a tie. It is the paragraph a Chairman needs open on the table, and a pre-meeting compliance advisory check of the Articles against it avoids surprises.
The version explained here is SS-2, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)). ICSI may revise the Standards, so check the current version on icsi.edu. If a later change in the Companies Act makes any part of SS-2 inconsistent, the Act prevails.
Every resolution not already voted remotely or on a poll is proposed by one member and seconded by another. A company that provides e-voting also puts every resolution to a ballot at the meeting, and a member who voted remotely cannot vote again. Otherwise resolutions go to a show of hands first (one vote per member), unless a poll is validly demanded (votes in proportion to paid-up equity). A related party member cannot vote on his own contract, and the Chairman has a second or casting vote on a tie unless the Articles say otherwise.
Proposing a resolution (7.1)
Each resolution, other than one already put to remote e-voting or on which a poll has been demanded, is proposed by a member and seconded by another member. The Chairman does not need to do this himself; his role is to put the resolution to vote.
E-voting (7.2)
| Para | Requirement |
|---|---|
| 7.2.1 | Every company with equity shares listed on a recognised stock exchange, other than those listed on an SME Exchange or the Institutional Trading Platform, and other companies as prescribed, provides e-voting to members. The Standard notes that the other companies presently prescribed are those with not less than one thousand members. A Nidhi need not provide it. Remote e-voting does not remove the need to hold a general meeting |
| 7.2.2 | A company that has provided e-voting also puts every resolution to vote by a ballot process at the meeting, by ballot or poll slips or by a computer or secure electronic system |
| 7.2.2 | A member who has already voted remotely may attend but is prohibited from voting at the meeting, and any vote cast then is invalid. A proxy can vote in the ballot process |
The rule behind this paragraph, including the notice, voting window and who is covered, is in Rule 20 of the Management and Administration Rules; the rule article states its own exemptions, so check it for the current position. The full procedure is in the paragraph 8 article.
Show of hands (7.3) and poll (7.4)
A company that has not sent a resolution to remote e-voting puts it to a show of hands at the first instance, unless a poll is validly demanded. A proxy cannot vote on a show of hands. A private company follows this unless its Articles say otherwise.
The Chairman must order a poll on a valid demand made either before or on the declaration of the result on the show of hands. The poll is taken by ballot. A proxy cannot speak at the meeting, but has the right to demand a poll or join in demanding one. The Chairman may also order a poll on his own motion. Conduct of the poll is covered in the article on paragraphs 9 to 15.
Voting rights (7.5.1)
- Every member holding equity shares, and in prescribed cases preference shareholders, can vote on a resolution. Preference shareholders vote only in the cases the Act prescribes.
- On a show of hands, a member present in person has one vote, however many shares he holds.
- On a poll or ballot, a member present in person or by proxy has votes in proportion to his share of the paid-up equity share capital, subject to differential voting rights set by the Articles or the terms of issue.
- A private company reckons voting rights under this paragraph unless the Memorandum or Articles provide otherwise.
- In a Nidhi, no member may exercise voting rights on a poll beyond five per cent of the total voting rights of equity shareholders.
Related party members (7.5.2)
A member who is a related party cannot vote on a resolution approving a contract or arrangement in which he is a related party. The exceptions are:
| Case | Position |
|---|---|
| Company where ninety per cent or more of members, in number, are relatives of promoters or related parties | Exception applies; such members may vote (2024 change) |
| Wholly owned subsidiary | The holding company's resolution is enough for transactions between them (2024 change) |
| Private company | A related party member is entitled to vote |
| Government company with another Government company, the Central or a State Government, or any combination | Related party member may vote (2024 wording) |
| Unlisted Government company with prior approval of the competent authority, in other cases | Related party member may vote |
The substantive related party provisions and thresholds are explained in Rule 15 of the Meetings of Board Rules. The Standard adds nothing to them beyond who may vote.
Second or casting vote (7.6)
Unless the Articles say otherwise, if votes are equal on a show of hands, electronically or on a poll, the Chairman has a second or casting vote. Where he has handed an item in which he is interested to a Non-Interested Director or a member, the person who takes the chair has the casting vote for that item. See paragraph 5.3 of SS-2.
What changed in 2024
- 7.3, 7.4 and 7.5.1: only "para" replaced by "paragraph".
- 7.5.2: the exception for companies where ninety per cent or more members are relatives of promoters or related parties, and the sentence on wholly owned subsidiaries, were added following the Companies (Amendment) Act, 2017 and the related party rules.
- 7.5.2 (third paragraph): Government company contracts with the Central Government, a State Government or a combination were added to match the MCA notification of June 2015 as partly amended in March 2020.
The complete list is in the article on the revised SS-1 and SS-2.
Checklist for the Chairman and Company Secretary
| Question | Answer to settle before the vote |
|---|---|
| Is e-voting provided? | If yes, put every resolution to a ballot at the meeting |
| Has the cut-off date been applied? | Only members on that date vote |
| Is a related party member present on a related party item? | Exclude his votes, unless an exception applies |
| Was a poll demanded by a proxy? | Valid; proceed to ballot |
| Is the vote tied? | Casting vote under 7.6, unless the Articles say otherwise |
A worked example
Crescent Metals Limited, a listed company, provides e-voting. Resolution 4 approves a contract with Zenith Holdings, a member that is a related party. Zenith's shares are not counted in the vote on that resolution. At the meeting, a member who voted remotely tries to vote again by ballot; his second vote is treated as invalid. A proxy-holder demands a poll on Resolution 6, and the Chairman orders it. The poll result is a tie; the Chairman uses his casting vote because the Articles do not exclude it.
Need help with general meeting voting?
Voting mistakes are hard to correct after the meeting. TaxClue's compliance advisory team can review your Articles for voting and casting vote differences and prepare a voting run-sheet for your next meeting.
Key takeaways
- Resolutions are proposed and seconded by members, except those voted remotely or on a poll.
- A show of hands gives one vote per member; a poll gives votes in proportion to paid-up equity.
- A proxy cannot vote on a show of hands, but may demand a poll.
- Members who voted remotely cannot vote again at the meeting.
- A related party member cannot vote on his own contract, subject to specific exceptions.
Read next
- Paragraph 6 of SS-2: proxies
- Paragraph 8 of SS-2: conduct of e-voting
- Section 108: e-voting and remote e-voting
- Revised SS-1 and SS-2 effective 1 April 2024
Disclaimer: Based on the Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2 as revised effective 1 April 2024; SS-3 effective 1 January 2018; SS-4 effective 1 October 2018), as consulted on 3 October 2026. ICSI revises the Standards from time to time; check the current versions on icsi.edu and the Companies Act provisions referred to. This article is general information, not legal advice; check the official text before acting.