Scrutinizer in General Meeting of the Company

Quick Reference to "Scrutinizer"

Legal Provision:-

Section 109 (5) of the Companies Act, 2013.

"(5) Where a poll is to be taken, the Chairman of the meeting shall appoint such number of persons, as he deems necessary, to scrutinise the poll process and votes given on the poll and to report thereon to him in the manner as may be prescribed."

Rule 21 of Companies ( Management and Administration) Rules, 2014.

"21 Manner in Which the Chairman of Meeting Shall Get the Poll Process Scrutinised and Report Thereon.-
 (1) The Chairman of a meeting shall ensure that-
(a) The Scrutinizers are provided with the Register of Members, specimen signatures of the members, Attendance Register and Register of Proxies.
(b) The Scrutinizers are provided with all the documents received by the Company pursuant to sections 105, 112 and section 113.
(c) The Scrutinizers shall arrange for Polling papers and distribute them to the members and proxies present at the meeting; in case of joint shareholders, the polling paper shall be given to the first named holder or in his absence to the joint holder attending the meeting as appearing in the chronological order in the folio and the Polling paper shall be in Form No. MGT.12.
(d) The Scrutinizers shall keep a record of the polling papers received in response to poll, by initialing it.
(e) The Scrutinizers shall lock and seal an empty polling box in the presence of the members and proxies.
(f) The Scrutinizers shall open the Polling box in the presence of two persons as witnesses after the voting process is over.
(g) In case of ambiguity about the validity of a proxy, the Scrutinizers shall decide the validity in consultation with the Chairman.
(h) The Scrutinizers shall ensure that if a member who has appointed a proxy has voted in person, the proxy’s vote shall be disregarded.
(i) The Scrutinizers shall count the votes cast on poll and prepare a report thereon addressed to the Chairman.
(j) Where voting is conducted by electronic means under the provisions of section 108 and rules made thereunder, the company shall provide all the necessary support, technical and otherwise, to the Scrutinizers in orderly conduct of the voting and counting the result thereof.
(k) The Scrutinizers’ report shall state total votes cast, valid votes, votes in favour and against the resolution including the details of invalid polling papers and votes comprised therein.
(l) The Scrutinizers shall submit the Report to the Chairman who shall counter-sign the same.
(m) The Chairman shall declare the result of Voting on poll. The result may either be announced by him or a person authorized by him in writing.
(2) The scrutinizers appointed for the poll, shall submit a report to the Chairman of the meeting in Form No. MGT.13 and the report shall be signed by the scrutinizer and, in case there is more than one scrutinizer by all the scrutinizer, and the same shall be submitted by them to the Chairman of the meeting within seven days from the date the poll is taken."
Important Points:-

1. The Board of Directors may Appoint Scrutinizer in case of e-voting & poll method.

2. Scrutinizer shall be Practising Company Secretary or Practising Chartered Accountant or Practising Cost Accountant or any other person excluding employee of the Company.

3. The Scrutinizer require to Scrutinize poll process and has to submit report to the chairman in the Form No. MGT.13 .

4. The report shall be submitted to the chairman within 7 days from the date of poll.

5. The Scrutinizer's Report shall include Total votes cast, Total valid Votes, Votes in Favour and Votes in Against.

6. Technical and other necessary support should be provided by Company to Scrutinizer in case of E-voting.

7. The Scrutinizer shall arrange polling papers in Form MGT-12.

8. The Scrutinizer has to distribute polling papers to the members and proxies and collect them after voting is done and has to make report on that.

Source: http://ebook.mca.gov.in/Default.aspx?page=main

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