Rules 21 and 23 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.
Rule 21 sets out what the Chairman must ensure when a poll is taken and how the scrutiniser counts and reports. Rule 23 says who may give special notice of a resolution, how early it must reach the company, and how the company passes it on to members. Our board resolution and legal documents service prepares the notices and reports involved. This article reflects the rules as amended up to G.S.R. 358(E) dated 30 May 2025 (forms), with the rule text per the MCA e-book to G.S.R. 801(E) of 27 October 2023. Later amendments should be checked.
On a poll, the scrutinisers must submit a report in Form MGT-13, signed by them, to the Chairman within seven days from the date the poll is taken (rule 21(2)). A special notice must be signed by members holding not less than one per cent of total voting power, or shares on which an aggregate sum of not less than five lakh rupees has been paid up, and must reach the company not earlier than three months but at least fourteen days before the meeting (rule 23(1) and (2)). The company must then notify members at least seven days before the meeting (rule 23(3)).
Rule 21(1): what the Chairman must ensure at a poll
The poll is demanded under sections 107 to 109 (see Sections 107 to 109: Voting by Show of Hands, Poll and Demand for Poll). Under rule 21(1), the Chairman of the meeting ensures that:
| Clause | The Chairman ensures that the scrutinisers |
|---|---|
| (a) | Are given the Register of Members, specimen signatures, the Attendance Register and the Register of Proxies |
| (b) | Are given all documents received by the company under sections 105, 112 and 113 |
| (c) | Arrange polling papers and distribute them to members and proxies present; for joint holders, the paper goes to the first-named holder or, in his absence, the joint holder attending in the chronological order in the folio. The polling paper is in Form No. MGT.12 |
| (d) | Keep a record of the polling papers received, by initialling them |
| (e) | Lock and seal an empty polling box in the presence of members and proxies |
| (f) | Open the box in the presence of two witnesses after voting |
| (g) | Decide the validity of a proxy, if in doubt, in consultation with the Chairman |
| (h) | Disregard a proxy's vote where the member who appointed him voted in person |
| (i) | Count the votes cast on poll and prepare a report addressed to the Chairman |
| (j) | Receive all technical and other support from the company where voting is by electronic means under section 108 |
| (k) | State in the report the total votes cast, valid votes, votes for and against, with details of invalid polling papers and the votes in them |
| (l) | Submit the report to the Chairman, who counter-signs it |
Clause (m) adds that the Chairman declares the result of the poll, either by announcing it himself or through a person authorised by him in writing.
Rule 21(2): the report in MGT-13
The scrutinisers appointed for the poll submit a report to the Chairman in Form No. MGT.13. It is signed by the scrutiniser or, if there is more than one, by all of them, and submitted to the Chairman within seven days from the date the poll is taken. For e-voting and the scrutiniser's role there, see Rule 20.
Rule 23: special notice
Special notice is required by the Act for certain resolutions; see Sections 115 and 116: Resolution Requiring Special Notice. Rule 23 sets the mechanics:
- 23(1) Who signs. The notice given to the company is signed, individually or collectively, by members holding not less than one per cent of total voting power, or holding shares on which an aggregate sum of not less than five lakh rupees has been paid up, on the date of the notice.- 23(2) When it reaches the company. Not earlier than three months but at least fourteen days before the date of the meeting at which the resolution is to be moved, exclusive of the day on which the notice is given and the day of the meeting.
- 23(3) The company's notice to members. Immediately after receipt, the company gives members notice of the resolution at least seven days before the meeting, exclusive of the day of despatch and the day of the meeting, in the same manner as it gives notice of general meetings.
- 23(4) If that is not practicable. The notice is published in English in an English newspaper and in the vernacular language in a vernacular newspaper, both having wide circulation in the State where the registered office is situated, and is posted on the company's website, if any.
- 23(5) Timing of the publication. At least seven days before the meeting, exclusive of the day of publication and the day of the meeting.
Dates at a glance
| Step | Rule | Period |
|---|---|---|
| Poll report by scrutinisers | 21(2) | Within seven days from the date the poll is taken |
| Special notice reaches company | 23(2) | Not earlier than three months, at least fourteen days before the meeting |
| Company notifies members | 23(3) | At least seven days before the meeting |
| Newspaper publication if needed | 23(5) | At least seven days before the meeting |
A worked example
At the annual general meeting of Cedar Valley Foods Limited (invented), a poll is demanded. The Chairman gives the scrutinisers the register of members and the proxies, polling papers in Form MGT-12 are distributed, the box is sealed in front of the members, and after voting it is opened before two witnesses. The scrutinisers count the votes and sign Form MGT-13, which reaches the Chairman within seven days of the poll; the Chairman counter-signs it and declares the result. Separately, members holding one per cent of the voting power want to move a resolution at the next meeting: their special notice must reach the company at least fourteen days before that meeting and no earlier than three months before it.
Practical points
- Keep the polling papers, the sealed-box record and the scrutiniser's register together with the minutes file. Minutes are covered in Rules 24 to 26.
- Compute special notice dates from the day of the meeting backwards, excluding both end days as rule 23(2) provides.
- Remember that the one per cent or five lakh rupee test is applied on the date of the notice.
Need help with poll and special notice documents?
Special notice dates are strict and a poll report must be properly signed and countersigned. We can prepare the notice, the polling papers and the report formats through our board resolution and legal documents service.
Key takeaways
- The poll scrutiniser's report is in Form MGT-13, signed by every scrutiniser, within seven days of the poll.
- The polling paper is in Form MGT-12.
- Special notice needs one per cent of total voting power, or paid-up shares of not less than five lakh rupees in aggregate.
- It reaches the company not earlier than three months and at least fourteen days before the meeting.
- The company gives members notice at least seven days before the meeting.
Read next
- Sections 107 to 109: Voting by Show of Hands, Poll and Demand for Poll
- Sections 115 and 116: Resolutions Requiring Special Notice
- Rule 20: e-voting
- Rule 22: postal ballot
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.