# Voting by Show of Hands [Section 107]

## Default Mode

Unless voting is demanded by poll or done by electronic means, voting at a general meeting is conducted in the first instance by show of hands.

## How It Works

Each member personally present raises his hand.
Proxies cannot vote on a show of hands (only on a poll).
One person = one vote (irrespective of shareholding).

## Conclusive Evidence Rule [Section 107(2)]

The Chairman's declaration of the result of a show of hands, coupled with an entry in the minutes book, is conclusive evidence that:

The resolution has been passed (or not passed), and
The exact number of votes is not required to be recorded.

Effect: Once entered in the minutes, the result cannot be challenged on the ground that the actual count was different — unless a poll was demanded and granted.

## When This Default is Displaced

If voting by electronic means applies under Section 108 (for certain companies);
If a poll is demanded under Section 109;
If business is being transacted through postal ballot under Section 110.

## Why This Mode Exists

Quick and inexpensive for uncontested resolutions.
Provides early signal of whether a contested resolution warrants the time/cost of a poll.

## Key Difference from Poll

Feature	Show of Hands	Poll
Vote weight	One per member	Proportional to shares
Proxy can vote?	No	Yes
Counts recorded	Not necessarily	Always
Speed	Quick	Slower, formal

Worked example

### Example 1

Q: At ABC Ltd's AGM, a resolution is put to show of hands. 30 members raise hands 'for' and 20 'against'. The Chairman declares the resolution passed and the secretary records it in the minutes. A dissenting member later challenges, claiming the count was wrong. Can he succeed?

A: No. Section 107(2) makes the Chairman's declaration plus minutes-book entry conclusive evidence. Unless a poll had been demanded at the meeting itself, the result cannot be reopened by challenging the count later.

### Example 2

Q: Mr. X attends ABC Ltd's meeting as proxy for Mr. M, who holds 5,000 shares. A resolution is being voted by show of hands. Can Mr. X raise his hand?

A: No. A proxy has no right to vote on a show of hands. He can vote only if a poll is demanded.

⚠️ Common exam mistakes

Allowing proxies to vote on a show of hands — strictly barred.
Counting votes proportionate to shareholding on a show of hands — show of hands is strictly 'one member, one vote'.
Believing the chairman's declaration can be challenged on the ground of incorrect count — it is conclusive once minuted (unless a poll was demanded then and there).
Forgetting that show of hands is the default mode — electronic voting / poll / postal ballot displace it only when triggered.

Bare-Act text Section 107 · Companies Act, 2013 · click to expand

Section 107(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. Section 107(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 a company shall be conclusive evidence of the fact of passing of such resolution or otherwise.

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Voting by Show of Hands (Section 107)

Worked example

⚠️ Common exam mistakes