Only a person who is lawfully authorised to vote may cast a valid vote at the Annual General Meeting (AGM) of a society or a company. If two people each claim to represent the same member, the law looks at who actually held the authority, not at who managed to drop their vote in the box first. In Hindustan Medical Institution v. Birla Corporation Limited and Others, 2026 LiveLaw (SC) 583, decided on 2 June 2026, a Bench of Justice Vikram Nath and Justice Sandeep Mehta rejected the so-called vote-cast-first rule, holding that an unauthorised vote does not become valid simply because it was cast before a properly authorised one.
If you sit on a managing committee, run a company, or represent a member-organisation at a general meeting, this principle decides whether your meeting's decisions will survive a later challenge. This article explains who can vote in a society AGM, what an authorised representative really means, and how to keep your meetings legally clean.
Why "who can vote" is the whole ballgame
A general body meeting exists to record the will of the members. When a wrong person votes, someone with no authority, an expired mandate, or a disputed appointment, the meeting no longer reflects the members' true decision. That single defect can unravel the election of office-bearers, the approval of accounts, or any resolution passed.
This is why the question is never just how many votes were cast but whether the votes were cast by people entitled to cast them. A meeting where the count is correct but the voters were unauthorised is as flawed as one where the count was wrong.
What the Supreme Court actually decided
The dispute in Hindustan Medical Institution arose from competing claims over the voting rights attached to shares held by three societies, Hindustan Medical Institution, Eastern India Educational Institution and Belle Vue Clinic, in Birla Corporation Limited. Internal disputes inside those societies produced rival groups, each claiming authority to nominate a representative and cast the societies' votes at the company's annual general meetings.
The High Court had directed that the first vote cast on behalf of a society would prevail, irrespective of whether the authority came from the Board of Trustees or the Managing Committee. The Supreme Court set that direction aside as contrary to law. The vote must be cast only by the person or persons lawfully authorised under the society's own governing documents, meaning its constitution, rules or trust deed, read with the statutory framework of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014. Courts cannot substitute a principle of first in time for the requirement of lawful authority.
The reasoning is straightforward.
- A vote is valid only if the voter had authority at the moment of voting.
- An unauthorised person's vote is a nullity. It has no legal existence to begin with.
- A nullity cannot be cured by timing. Being faster than the genuinely authorised person does not convert an invalid vote into a valid one.
So the correct test is authority first, timing irrelevant. The presiding officer must accept the vote of the lawfully authorised representative and reject the other, regardless of who reached the ballot first.
Key takeaway. The chair's job at a contested AGM is not to run a race. Following Hindustan Medical Institution v. Birla Corporation Limited (2026), when two people claim the same member's vote, the chair must decide which of them holds lawful authority under that member's governing documents, and must do it before the ballot opens. Accepting both votes and letting sequence decide, or accepting the first and leaving the rest to the courts, is precisely the approach the Supreme Court set aside.
The Court's reasoning reduces to three propositions.
Authority at the moment
A vote is valid only if the voter had authority at the moment of voting, under the member's own constitution, rules or trust deed.
Unauthorised vote is nullity
An unauthorised person's vote is a nullity, because it has no legal existence to begin with. The presiding officer must reject it.
Timing cannot cure it
A nullity cannot be cured by timing. Being faster than the genuinely authorised person does not convert an invalid vote into a valid one.
Who is a lawfully authorised voter?
Authority depends on who the member is and what the governing document says. The common categories are set out below.
| Type of member | Who actually casts the vote | Source of authority |
|---|---|---|
| Individual member | The member personally | Membership itself, read with the bye-laws or articles |
| Company or body corporate as member | A representative named by a board resolution | Section 113, Companies Act, 2013 |
| A member who cannot attend | A proxy appointed in writing | Section 105, Companies Act, 2013, for companies; the bye-laws otherwise |
| Society or association as member | The office-bearer authorised by its governing body | Its own constitution, rules or trust deed plus a valid resolution |
| Joint members | Usually the first-named holder, unless agreed otherwise | Articles or bye-laws |
The recurring theme is that authority must be in writing and traceable to a valid resolution or instrument. A person who simply asserts that they represent a member, without that paper trail, is not lawfully authorised.
Authorised representative versus proxy: know the difference
People mix these up constantly, and the confusion is exactly what triggers disputes.
| Feature | Authorised representative (Section 113) | Proxy (Section 105) |
|---|---|---|
| Who appoints | A body corporate that is itself a member | Any member entitled to attend and vote |
| Instrument | A board or governing-body resolution | A signed proxy form lodged in advance |
| Powers | Exercises the same rights and powers as the body corporate could if it were an individual member, including the right to speak and vote | Shall not have the right to speak, and shall not be entitled to vote except on a poll |
| Treated as | The member present in person | An agent voting on the member's behalf |
| Counting toward quorum | Counts as a member present in person | Generally does not count toward quorum under Section 103 |
When a body corporate is a member, the correct route is a Section 113 authorisation by resolution, not a proxy form. Using the wrong instrument is a frequent reason votes get struck down, and it is an entirely avoidable error.
Common mistake. Sending a proxy form when the member is a company or a society. A proxy under Section 105 cannot speak at the meeting and cannot vote except on a poll. So if the chair takes a vote by show of hands under Section 107, your proxy is a spectator and your member's voice is simply not counted. A Section 113 representative, by contrast, is treated as the member present in person and can do everything the member could do. One wrong form and a member with a decisive shareholding contributes nothing to the outcome.
The governing law: cite it, verify it
For companies, voting at general meetings is governed by the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014.
- Section 47, voting rights of members.
- Section 96, the annual general meeting itself.
- Section 103, quorum for meetings.
- Section 105, proxies, including the restriction that a proxy shall not speak and shall not vote except on a poll.
- Sections 107 and 108, voting by show of hands and voting through electronic means.
- Section 113, representation of corporations at meetings of companies and of creditors, the provision that authorises a body corporate's representative.
- Section 118, minutes of proceedings of general meetings, Board meetings and resolutions passed by postal ballot. This is the record that proves who voted and on what basis.
For co-operative societies and registered societies, voting is governed by the relevant State Co-operative Societies Act, for example the Karnataka Co-operative Societies Act, 1959, or by the Societies Registration Act, 1860, in each case read with the society's own bye-laws. These commonly set out who is a voting member, how an institutional member is represented, and how disputes are resolved.
Because state society laws and bye-laws differ widely, always verify the exact provision and the latest amendment that applies to your society before relying on it. Where a dispute spills into criminal complaints, for example allegations that a resolution was forged, note that the Indian Penal Code has been replaced by the Bharatiya Nyaya Sanhita, 2023, the Code of Criminal Procedure by the Bharatiya Nagarik Suraksha Sanhita, 2023, and the Indian Evidence Act, 1872 by the Bharatiya Sakshya Adhiniyam, 2023. Section numbering changed substantially across all three, so confirm the current provision rather than reusing an old IPC number.
The provisions of the Companies Act, 2013 that decide who may vote and how it is recorded.
Section 113, representation
Representation of corporations at meetings. A body corporate's representative is appointed by resolution and exercises the same rights the member could, including the right to speak and vote.
Section 105, proxies
A proxy is appointed in writing by a member entitled to attend and vote, shall not have the right to speak, and shall not vote except on a poll.
Section 103, quorum
Quorum for meetings. A proxy generally does not count toward it, while a Section 113 representative does, because that person is treated as the member present in person.
Section 118, minutes
Minutes of proceedings of general meetings, Board meetings and postal ballot resolutions. This is the record that proves who voted and on what basis.
What this means practically, for committees and companies
If you chair or organise a general meeting:
- Demand the paperwork before voting. Ask each institutional voter for the board or governing-body resolution naming the representative, and check that it is current, properly passed and signed. No valid instrument, no vote.
- Resolve rival claims at the threshold, not at the count. If two people claim the same member, decide authority before voting starts, and record your decision and your reasons in the minutes.
- Reject unauthorised votes outright. Do not accept both and let timing decide. That is exactly the approach the Supreme Court set aside in 2026.
- Match the instrument to the member. Section 113 resolution for a body corporate, proxy form under Section 105 for an individual member who cannot attend, and check quorum under Section 103 accordingly.
- Keep clean minutes under Section 118. Minutes that show who was authorised, who voted, on what instrument and what objections were raised are your best defence if the meeting is later challenged.
If you are a member being shut out, or you believe an unauthorised person voted:
- Object on record at the meeting and insist that your objection, and the chair's ruling on it, are minuted.
- Preserve your authority document, whether that is the resolution, the enabling bye-law or the proxy form, along with proof of when it was lodged.
- Ask for an inspection of the minutes once they are recorded, and compare them against your contemporaneous note of the meeting.
- Act quickly. Challenges to the validity of a meeting are time-sensitive, and delay can be read as acquiescence in what happened.
Deadline warning. The strongest challenge to an AGM is one launched within days, not months. Two things decay fast: the minutes get signed and become the official record of what happened, and any argument that you did not accept the outcome weakens every time you attend a later meeting, take a distribution, or correspond with the committee as though the election stood. If you intend to challenge, object at the meeting, put the objection in writing the same week, and take advice on the forum immediately. Silence followed by participation is the most common reason a good challenge fails.
How a disputed AGM is challenged
The route depends on the entity.
| Entity | Where to challenge | Typical relief |
|---|---|---|
| Company | National Company Law Tribunal, and a civil court in some matters | Declaring a resolution or election invalid; direction for a fresh meeting |
| Co-operative society | Registrar or Co-operative Tribunal under the applicable State Act | Setting aside the election; a re-poll |
| Registered society | Civil court by suit, or as the bye-laws provide | Declaration that the meeting or decision is void |
In every forum the core question is the same one this principle answers: was each vote cast by a person lawfully authorised to cast it? For related reading on shareholder disputes, see our guide on share valuation in NCLT buy-out orders. The National Company Law Tribunal's own portal is at nclt.gov.in, and the full text of the Companies Act, 2013 is on the Government of India's India Code portal.
A short worked example
Suppose a federation has ten member-societies, and each society has one vote in the federation's AGM. For Society X, both Mr A, its newly elected secretary, and Mr B, the outgoing secretary, arrive claiming the vote. Mr B rushes in and votes first.
Under the rejected vote-cast-first approach, Mr B's vote would stand because he was faster. Under the correct rule, the presiding officer must ask a different question: who does Society X's valid, current resolution authorise today? If that is Mr A, then Mr B's earlier vote is a nullity and Mr A's vote counts. Speed is irrelevant. Authority decides.
The harder version of the same problem is when Society X's own internal dispute is unresolved, so that neither claimant can show clean authority. That is close to what happened in Hindustan Medical Institution. The answer is not to pick one at random or to prefer the first mover, but to determine authority from the society's governing documents, and where that cannot be done at the meeting, to record the position and let the competent forum resolve it.
Frequently Asked Questions
Who can vote in a society AGM?
Only members entitled to vote under the bye-laws, and for institutional members, the individual lawfully authorised by a valid, current resolution of that institution's governing body.
Does the first vote cast win if two people claim the same member?
No. In Hindustan Medical Institution v. Birla Corporation Limited, 2026 LiveLaw (SC) 583, decided on 2 June 2026, the Supreme Court rejected the vote-cast-first rule. The vote of the lawfully authorised person counts; an unauthorised vote is invalid regardless of timing.
What is the difference between a proxy and an authorised representative?
A proxy is appointed by a member through a signed proxy form under Section 105 and cannot speak or vote except on a poll. An authorised representative is appointed by a body corporate through a resolution under Section 113 and is treated as the member present in person.
Does a proxy count toward quorum?
Generally not, under Section 103 of the Companies Act, 2013. A Section 113 representative does, because that person is treated as the member present in person.
Which law governs voting at a company's AGM?
The Companies Act, 2013, chiefly Sections 47, 96, 103, 105, 107, 108, 113 and 118, read with the Companies (Management and Administration) Rules, 2014. Societies follow their State Co-operative Societies Act or the Societies Registration Act, 1860, together with their own bye-laws.
Can an unauthorised vote be saved because it was cast early?
No. An unauthorised vote is a nullity from the start, and timing cannot cure a nullity.
What document proves a representative's authority?
For a company member, a certified copy of the board resolution under Section 113. For a society member, a resolution of its governing body plus the enabling provision of its constitution, rules or trust deed. Carry the original or a certified copy to the meeting.
What should the chair do if authority genuinely cannot be determined at the meeting?
Record the rival claims and the material produced by each, rule on the point with reasons, and minute it under Section 118. A reasoned ruling on the record is far easier to defend than an unexplained decision, and it preserves the position for the tribunal or court.
How do I challenge a wrongly conducted AGM?
Companies go to the National Company Law Tribunal, or a civil court in some matters; co-operative societies to the Registrar or Co-operative Tribunal under the applicable State Act; registered societies to a civil court or as the bye-laws provide. Object on record at the meeting and act promptly.
Does this ruling apply to housing societies and clubs as well?
The principle that only a lawfully authorised person may cast a member's vote is general. The precise mechanics, who may be authorised and how, come from the particular statute and bye-laws that govern your entity, so those must be checked in every case.
This article is for general informational purposes only and does not constitute legal advice. State society legislation and bye-laws differ; verify the applicable provision and consult a qualified advocate about your specific matter.
