Chapter VII - Management and Administration
Section 109
Section 109: demand for poll
Before or on the declaration of a show-of-hands result, the Chairman may order a poll and must order one on a demand by members meeting the section 109 threshold.
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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) Before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made in that behalf,— (a) in the case a company having a share capital, by the members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power or holding shares on which an aggregate sum of not less than five lakh rupees or such higher amount as may be prescribed has been paid-up; and (b) in the case of any other company, by any member or members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power. (2) The demand for a poll may be withdrawn at any time by the persons who made the demand. (3) A poll demanded for adjournment of the meeting or appointment of Chairman of the meeting shall be taken forthwith. (4) A poll demanded on any question other than adjournment of the meeting or appointment of Chairman shall be taken at such time, not being later than forty-eight hours from the time when the demand was made, as the Chairman of the meeting may direct. (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. (6) Subject to the provisions of this section, the Chairman of the meeting shall have power to regulate the manner in which the poll shall be taken. (7) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.
Introduction
Section 109 lets members with significant voting power replace a show-of-hands result with a poll. A poll on adjournment or on the Chairman’s appointment is taken immediately. Any other poll is taken within forty-eight hours.
The Chairman appoints scrutinisers and regulates the poll. The poll result is deemed to be the decision of the meeting.
Key takeaways
Who can demand
With share capital: members present in person or by proxy holding at least one-tenth of total voting power, or shares with at least five lakh rupees paid up (or a higher prescribed amount). Without share capital: one-tenth of total voting power.
Timing
A poll on adjournment or on appointing the Chairman is taken forthwith. Any other poll is taken when the Chairman directs, within forty-eight hours of the demand.
Result
The poll result is deemed to be the meeting’s decision on the resolution.
Check the demand
The demand must be made before or on the declaration of the show-of-hands result. In a company with share capital, it is made by members present in person or by proxy, where allowed, who hold at least one-tenth of the total voting power, or shares on which at least five lakh rupees (or a higher prescribed amount) has been paid up. In any other company, members holding at least one-tenth of the total voting power may demand a poll.
- India Code — consolidated Companies Act, 2013, section 109
- eGazette — S.O. 902(E), 26 March 2014 (commencement from 1 April 2014)
- eGazette — Companies (Management and Administration) Rules, 2014, G.S.R. 260(E)
- eGazette — G.S.R. 464(E), 5 June 2015 (exemptions for private companies)
- eGazette — G.S.R. 583(E), 13 June 2017 (amending G.S.R. 464(E))
Take the poll on time
A poll demanded on adjournment or on appointing the Chairman is taken forthwith. Any other poll is taken at the time the Chairman directs, no later than forty-eight hours after the demand. The persons who made the demand may withdraw it at any time.
Scrutiny and result
The Chairman appoints as many scrutinisers as needed to scrutinise the poll process and the votes and report to the Chairman in the prescribed manner. Rule 21 of the Companies (Management and Administration) Rules, 2014 deals with this. Subject to the section, the Chairman regulates how the poll is taken. The result is deemed to be the meeting’s decision on the resolution.
Practical preparation
Record the time of the demand and the demanders’ holdings. Decide the timing category. Appoint scrutinisers. Issue poll papers. Record the scrutinisers’ report and announce the result.
For a private company, G.S.R. 464(E) of 5 June 2015 provides that sections 101 to 107 and section 109 apply unless otherwise specified in the respective sections or the articles provide otherwise. Paragraph 2A, inserted by G.S.R. 583(E) of 13 June 2017, limits the relaxations to a private company that has not defaulted in filing its financial statements under section 137 or its annual return under section 92.
Practical checklist
Do
- Verify the demanders’ voting power or paid-up amount when the demand is made.
- Appoint scrutinisers before the poll opens.
Avoid
- Do not delay a poll on adjournment or on the Chairman’s appointment.
- Do not take any other poll more than forty-eight hours after the demand.
Illustrative example
Hypothetical: close show-of-hands vote
A resolution is carried on a show of hands. Members holding fifteen per cent of the voting power immediately demand a poll.
Validate
The Chairman confirms that the demanders hold more than one-tenth of the voting power.
Schedule
The poll is fixed within forty-eight hours, and scrutinisers are appointed.
Declare
The poll result replaces the show-of-hands result.
Outcome
- The poll result is the decision of the meeting under section 109(7).
Glossary
- Poll
- Voting according to voting rights, in place of a show of hands.
- Scrutiniser
- A person the Chairman appoints to scrutinise the poll process and votes and report on them.
Frequently asked questions
Can the Chairman order a poll without a demand?
Yes. The Chairman may order a poll on his or her own motion, and must order one on a valid demand.
Can a poll demand be withdrawn?
Yes. The persons who made the demand may withdraw it at any time.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026