A poll is a method of voting where the value of each member's vote is proportionate to his shareholding (unlike show of hands, where each member has one vote). It is more accurate but more time-consuming.
## Who Can Demand a Poll?
A poll may be demanded by:
1. The Chairman (suo motu), OR
2. Specified members (see table below)
## Specified Members Threshold
Type of Company
Threshold
Company having share capital
Members holding > 1/10th of total voting power, OR holding shares with paid-up value ≥ ₹5,00,000
Any other company
Members holding > 1/10th of total voting power
## When Can a Poll Be Demanded?
A poll may be demanded:
Before declaration of results through show of hands, OR
After declaration of results through show of hands
## Time of Taking the Poll
Subject Matter
Time
For deciding adjournment of meeting
Forthwith (immediately)
For other matters
Within 48 hours of demand
## Why This Matters
In show of hands, a member with 1 share has the same voting power as one with 1 lakh shares. A poll restores proportional democracy. Hence, the law protects the right to demand poll subject to certain thresholds.
## Key Takeaway
Remember the dual threshold: 1/10th voting power OR ₹5,00,000 paid-up value. Either one suffices.
Worked example
### Example 1
Example 1 — Threshold:
XYZ Ltd. has total voting power of 50,00,000. Mr. A holds shares carrying voting power of 4,50,000 (i.e., 9%). Can he demand a poll?
Solution: Voting power = 9% (less than 10%). However, if Mr. A holds shares whose paid-up value is at least ₹5,00,000, he can demand a poll. So we need to check the paid-up value before answering definitively. If paid-up value ≥ ₹5,00,000 → Yes, he can demand poll.
### Example 2
Example 2 — Time of Taking Poll:
At the AGM, members demand a poll on (a) the question of adjourning the meeting and (b) the resolution to declare dividend. When must each poll be conducted?
Solution:
Poll on adjournment → Forthwith
Poll on dividend resolution → Within 48 hours
⚠️ Common exam mistakes
Reading the thresholds as cumulative (1/10th AND ₹5 lakh) — they are alternatives
Confusing 48 hours (poll time) with 48 hours (proxy deposit) — different contexts
Forgetting that the Chairman can also demand a poll on his own motion
Treating adjournment polls the same as substantive polls — adjournment polls are forthwith
Bare-Act text Section 109 · Companies Act, 2013 · click to expand
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.