What Is a Polling Record?
A polling record is the official document maintained during the conduct of a poll at a company meeting under Section 109 of the Companies Act, 2013. It records: every vote cast (for and against), the member/proxy details, the number of shares/votes, and the Scrutinizer's verification. The polling record provides a complete, auditable trail of the voting process — essential for transparency and for resolving any disputes about the poll results.
Specimen Polling Record Format
[Illustrative format]
[Company Name] — Polling Record
Meeting: [Nth AGM/EGM] | Date: [Date] | Resolution No.: [Number]
Subject: [Brief description of the resolution]
Type: [Ordinary/Special Resolution]
| Sr. | Member/Proxy Name | Folio/DP-Client ID | Shares Held | Votes Cast | For | Against | Remarks |
|---|
| 1 | [Name] | [Number] | [Number] | [Number] | ✓ | | |
| 2 | [Name] | [Number] | [Number] | [Number] | | ✓ | |
| 3 | [Name — Proxy for Member X] | [Number] | [Number] | [Number] | ✓ | | Proxy |
| TOTAL | [Total] | [Total For] | [Total Against] | |
| Invalid/Rejected Votes | [Number] — Reasons: [unsigned/incomplete/late] |
Result: Total valid votes: [Number]. Votes FOR: [Number] ([X]%). Votes AGAINST: [Number] ([Y]%). The resolution is [PASSED/NOT PASSED] as [Ordinary/Special] Resolution.
Scrutinizer: [Name, FCS/ACS No.] | Signature: ___ | Date: [Date]
Chairman: [Name] | Signature: ___ | Date: [Date]
Consolidation with E-Voting
For companies with mandatory e-voting: the polling record includes BOTH: (a) physical poll votes at the meeting, AND (b) e-voting results from the platform. The Scrutinizer consolidates: (i) e-votes received during the e-voting period + (ii) poll votes at the physical meeting = total result. Members who voted electronically cannot vote again at the physical poll — the Scrutinizer cross-checks to prevent double counting.
Maintenance and Preservation
The polling record must be: (a) prepared by the Scrutinizer immediately after the poll, (b) signed by the Scrutinizer and the Chairman, (c) attached to or referenced in the meeting MINUTES, (d) preserved as a company record — along with the ballot papers and e-voting report — permanently (as part of the minutes records). For listed companies: the poll results are filed with the stock exchange within 2 working days and uploaded on the company website.
Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.
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❓ Frequently Asked Questions
What information must the polling record contain?
The polling record must include: (1) company name and meeting details (AGM/EGM, date, venue), (2) RESOLUTION number and description, (3) type of resolution (ordinary/special), (4) for EACH voter: name, folio/DP-Client ID, shares held, votes cast, for/against, whether member or proxy, (5) TOTAL votes: total cast, total for, total against, invalid/rejected, (6) PERCENTAGES: for and against, (7) RESULT: passed or not passed, (8) Scrutinizer's SIGNATURE and membership number, (9) Chairman's SIGNATURE. For e-voting: consolidated report from the platform is attached.
How long must polling records be preserved?
PERMANENTLY — polling records are part of the meeting records (minutes). Under Section 118: minutes (and all supporting documents including polling records, ballot papers, and e-voting reports) must be preserved permanently. There is no prescribed time limit for destruction. The records may be needed: (a) if the resolution is CHALLENGED in court/NCLT, (b) during ROC INSPECTION, (c) for SECRETARIAL AUDIT verification, (d) for regulatory INQUIRIES. Best practice: maintain polling records with the corresponding meeting minutes in the Minutes Book.
Who prepares and signs the polling record?
The SCRUTINIZER prepares the polling record — they are the independent professional (practicing CS/CA) appointed to oversee the voting. The Scrutinizer: (1) counts all valid ballot papers, (2) consolidates with e-voting results, (3) rejects invalid votes (with reasons), (4) prepares the detailed record, (5) SIGNS the record with their professional membership number. The CHAIRMAN also signs — confirming that the poll was conducted under their direction and the results are declared based on the Scrutinizer's report. Both signatures are essential for the record's authenticity.
What makes a ballot paper invalid?
The Scrutinizer rejects ballot papers that are: (1) UNSIGNED — no signature of the member/proxy, (2) INCOMPLETE — folio/DP-Client ID not filled, vote not marked (for/against), (3) AMBIGUOUS — vote marked for BOTH for AND against on the same resolution, (4) LATE — received after the polling deadline, (5) by NON-MEMBER — person not on the Register of Members as on the cut-off date, (6) DUPLICATE — member already voted via e-voting (double voting), (7) FORGED — signature doesn't match specimen. Invalid votes are NOT counted in the total. The Scrutinizer records the number and reasons for rejection in the polling record.
Must polling records be filed with the stock exchange?
For LISTED companies: YES — the poll RESULTS (not the detailed polling record) must be: (1) filed with the STOCK EXCHANGE (BSE/NSE) within 2 WORKING DAYS of the meeting, (2) uploaded on the COMPANY WEBSITE within 2 working days, (3) the results include: resolution-wise votes for/against/invalid and whether passed/not passed. The detailed polling record itself is maintained as a company record — not filed with the exchange. However: the exchange or SEBI may request the detailed record during any investigation or inquiry.
