valid as on 09/12/2019

Section 47.Voting rights.
Effective from 01-04-2014

(1) Subject to the provisions of section 43 and sub-section (2) of section 50 ,—

(a) every  of a  and holding equity capital therein, shall have a right to vote on every resolution placed before and

(b) his on a poll shall be in proportion to his share in the paid-up equity share capital of

(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.

Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018 effective from 09.02.2018. To view the notification,Click Here
2(55) Member, in relation to a company, means—

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;

(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;

(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository

Company limited by shares means a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them
2(84) Share means a share in the share capital of a company and includes stock
This section shall not apply to  Private Company and specified IFSC Public Companies where memorandum or articles of association of the Company so provides, vide notification no. G.S.R. 464 (E) dated 5th June 2015 and GSR 08 (E) dated 4th January,2017. 

(The exceptions, modifications and adaptations provided above shall be applicable only to those Private Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June 2017)

To view the notification,Click Here

 “voting right” means the right of a member of a company to vote in any meeting of the company or by means of postal ballot
 Section 47(1)(b) shall apply to nidhi companies, 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 vide notification no. G.S.R. 465(E) dated 5th June 2015. To view the notification,Click Here

Commencement Notification dated 09.02.2018


Enforcement Notification S.O. 902(E) dated 26/03/2014


Exemption to Nidhi Companies [G.S.R 465(E)] dated 05/06/2015


Exemption to Specified IFSC Public company [GSR 08(E)] dated 04/01/2017


Exemptions to Private Companies [Amendment to GSR 464(E)] dated 13/06/2017


Exemptions to private companies [GSR 464 (E)] dated 05/06/2015


The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)


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