Provision on voting in election of director

Provision on voting in election of director

(1) Except as otherwise provided in the articles of association, on a poll in election of directors, every shareholder shall be entitled to cast such number of votes as may be set after multiplying the number of shares held by him/her by the number of directors to be appointed; and the director who casts such votes may cast all his/her votes for a single candidate or may cast votes in a manner that his/her votes are divided for more than one candidate as indicated by him.

(2) A corporate body entitled to appoint a director pursuant to this Act or articles of association may appoint directors in proportion to its shareholding, and in such a case, it shall but be entitled to cast vote in the election.

                Provided, however, that a corporate body which is not able to appoint even a single director in proportion to the number of shares and the total number of directors or which fails to appoint a director in exercise of the power conferred by this Sub-section may, like other shareholder, take part in the election of directors representing shareholders, cast vote or file candidacy up to the number of directors that can be elected in proportion to the shares held by that body in such election.