Chapter VII - Management and Administration
Section 107
Section 107: deciding resolutions by show of hands
Section 107 sets the default voting method at a general meeting: a show of hands. A poll demanded under section 109, or electronic voting, displaces it.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out electronically, be decided on a show of hands. (2) A declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands under sub-section (1) and an entry to that effect in the books containing the minutes of the meeting of the company shall be conclusive evidence of the fact of passing of such resolution or otherwise.
Introduction
The Chairman’s declaration of the result on a show of hands, together with an entry in the minutes, is conclusive evidence that the resolution was passed or lost.
Section 107 commenced on 12 September 2013 under S.O. 2754(E). The India Code consolidated text shows no amendment, and the text is identical to the Act as published in 2013. For a private company, G.S.R. 464(E) dated 5 June 2015 provides that sections 101 to 107 and section 109 apply unless otherwise specified in the respective sections or the articles of the company provide otherwise. Paragraph 2A, inserted by G.S.R. 583(E) dated 13 June 2017, makes the relaxations available only to a private company that has not defaulted in filing its financial statements under section 137 or its annual return under section 92 with the Registrar.
Key takeaways
Show of hands is the default
A resolution put to the vote of a general meeting is decided on a show of hands.
Two exceptions
A poll demanded under section 109, or voting carried out electronically, replaces the show of hands.
Conclusive declaration
The Chairman’s declaration of the result, with an entry in the minutes, is conclusive evidence of the result.
How voting works by default
Under section 107(1), at any general meeting, a resolution put to the vote of the meeting is decided on a show of hands, unless a poll is demanded under section 109 or the voting is carried out electronically.
- India Code — consolidated Companies Act, 2013, section 107
- eGazette — MCA notification S.O. 2754(E), 12 September 2013 (commencement)
- eGazette — MCA notification G.S.R. 464(E), 5 June 2015 (exceptions and modifications for private companies)
- eGazette — MCA notification G.S.R. 583(E), 13 June 2017 (amending G.S.R. 464(E))
Effect of the Chairman’s declaration
Under section 107(2), the Chairman’s declaration that a resolution has or has not been passed on a show of hands, together with an entry to that effect in the minute books of the meeting, is conclusive evidence of the fact of passing or otherwise of the resolution. Members who doubt the result on a show of hands should demand a poll under section 109.
Private companies
For a private company, G.S.R. 464(E) dated 5 June 2015 provides that sections 101 to 107 and section 109 apply unless otherwise specified in the respective sections or the articles of the company provide otherwise. Paragraph 2A, inserted by G.S.R. 583(E) dated 13 June 2017, makes the relaxations available only to a private company that has not defaulted in filing its financial statements under section 137 or its annual return under section 92 with the Registrar.
Practical preparation
Decide in advance whether voting will be electronic; at the meeting, put each resolution to a show of hands unless a poll is demanded; have the Chairman declare the result clearly; record the declaration in the minutes; if a poll is demanded under section 109, follow that section.
Practical checklist
Do
- Have the Chairman announce the result of each show of hands clearly.
- Record the declaration accurately in the minutes.
Avoid
- Do not take a show of hands where voting is being carried out electronically.
Illustrative example
Hypothetical: a close vote at an AGM
At an annual general meeting the Chairman declares a resolution passed on a show of hands. A large shareholder disagrees.
Declaration
The declaration, entered in the minutes, is conclusive evidence of the result of the show of hands.
Poll
The shareholder demands a poll under section 109.
Result
The resolution is decided on the poll, counting votes by shareholding.
Outcome
- Demanding a poll is the way to test a show-of-hands result.
Glossary
- Show of hands
- A vote in which each member present counts once, regardless of shareholding.
- Poll
- A vote counted by the number of votes attached to shares, demanded under section 109.
- Conclusive evidence
- Evidence that cannot be contradicted by other evidence.
Frequently asked questions
Can the result of a show of hands be challenged later?
The Chairman’s declaration, with the minutes entry, is conclusive evidence under section 107(2). A member who disagrees should demand a poll under section 109.
Is a show of hands used when e-voting is offered?
Section 107(1) says a show of hands applies unless a poll is demanded or the voting is carried out electronically.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026