# Demand for Poll [Section 109]
## What is a Poll?
A poll is a method of voting where each member's voting power is counted on the basis of the number of shares held (or voting rights) — unlike voting by show of hands, where each member has only one vote.
A poll may be ordered by the Chairman of the meeting:
- On his own motion, OR
- On a demand by specified members
This demand can be made before or on the declaration of result of voting by show of hands.
## Who Can Demand a Poll?
### Company having share capital:
Members present in person or by proxy (where allowed), holding:
- Not less than 1/10th of the total voting power, OR
- Shares on which aggregate paid-up amount is at least ₹5,00,000 (or higher amount as prescribed)
### Any other company (without share capital):
Members present in person or proxy holding:
- Not less than 1/10th of the total voting power
> Key word: "OR" — the member needs to satisfy any one of the two thresholds (in the case of share capital companies).
## Withdrawal of Demand
The demand for a poll may be withdrawn at any time by the persons who made the demand.
## Timing of Taking the Poll
| Type of Question | When Poll is Taken |
|---|---|
| Adjournment of meeting | Forthwith (immediately) |
| Appointment of Chairman | Forthwith (immediately) |
| Any other question | At such time as the Chairman directs, but not later than 48 hours from the time of demand |
## Appointment of Scrutinizers
Where a poll is to be taken, the Chairman appoints sufficient number of scrutinizers to:
- Scrutinize the poll process
- Examine votes cast on poll
- Submit a report thereon
## Duties of Scrutinizer
1. Ensure proper conduct of polling process
2. Maintain proper records of the poll
3. Submit a report to the Chairman (containing details of votes for and against the resolution)
4. Ensure compliance with Section 109 and Rule 21
## Procedure under Rule 21 — Chairman's Duties
The Chairman must ensure that scrutinizers are provided with:
- Register of Members
- Specimen signatures of members
- Attendance Register
- Register of Proxies
- All documents received under Sections 105, 112 and 113
### Scrutinizer's Detailed Process under Rule 21(1):
| Step | Action |
|---|---|
| 1 | Arrange and distribute polling papers (Form MGT-12) |
| 2 | For joint shareholders → polling paper to the first-named holder; in his absence to next joint holder in chronological order |
| 3 | Keep record of polling papers received by initialling them |
| 4 | Lock and seal an empty polling box in presence of members/proxies |
| 5 | Open the polling box in presence of two witnesses after voting is over |
| 6 | Decide ambiguity about validity of proxy in consultation with Chairman |
| 7 | If a member who appointed a proxy has voted in person → proxy's vote disregarded |
| 8 | Count votes and prepare report addressed to Chairman |
| 9 | If voting is electronic under Section 108 → company provides necessary technical support |
### Scrutinizer's Report — Must State:
- Total votes cast
- Valid votes
- Votes in favour of resolution
- Votes against resolution
- Details of invalid polling papers and votes therein
### Final Steps:
- Scrutinizer submits report → Chairman countersigns
- Chairman declares the result (may announce personally or through an authorised person)
- Report in Form MGT-13 to be submitted within 7 days from date of poll [Rule 21(2)]
## Special Provision: Applicability to Private Companies
Sections 101 to 107 and 109 apply to private companies unless otherwise specified in the respective sections OR the articles of the company provide otherwise.
> Condition: This exception is available only to a private company which has NOT committed default in filing:
> - Financial statements under Section 137, OR
> - Annual return under Section 92
## Summary Chart
```
Voting by Show of Hands → Result declared
↓
Demand for Poll (by qualified members) OR Chairman's motion
↓
┌──────────┴──────────┐
Adjournment/ Other
Chairman appointment questions
↓ ↓
Forthwith Within 48 hours
↓
Scrutinizers appointed by Chairman
↓
Polling Paper (MGT-12) → Voting → Report (MGT-13)
↓
Result declared by Chairman
```