Launch offer — 25% off with code LAUNCH-25 See plans →
Microlesson · 5-min read

Chairman's Powers and Casting Vote

# Chairman's Role and Casting Vote at Meetings

## Core Concept

The Chairman is the presiding officer of a meeting whose authority ensures orderly conduct and decisive resolution of deadlocks.

## Key Duties of the Chairman

1. Managerial Duties

  • Manages the meeting and maintains decorum
  • Ensures proper conduct of proceedings
  • Executes the minutes post-meeting

2. Decision-Making Authority

  • Decides all questions arising during the meeting
  • Must act with strict impartiality

## Right to Casting Vote

  • A casting vote is a second/additional vote the Chairman may use when there is equality of votes (a tie) on a matter being decided.
  • Availability depends entirely on the Articles of Association (AOA):
  • If AOA permits → Chairman may exercise casting vote at Board Meetings and General Meetings
  • If AOA is silent → An Ordinary Resolution on which there is equality of votes is deemed dropped (i.e., the resolution fails)

## Special Cases — Applicability

Company TypeApplication of Sec 104
Private CompanyApplies unless AOA/sections specify otherwise. Exempted if no default in filing FS (Sec 137) or annual returns (Sec 92) with ROC
IFSC Public CompanyApplies unless articles specify otherwise

## Memory Aid

'AOA decides Chairman's twin sword' — without AOA backing, the tie kills the resolution.

Worked example

### Example 1

Example: At an AGM of XYZ Ltd., a resolution to alter dividend policy receives 500 votes 'for' and 500 votes 'against'. The Chairman wishes to cast a second vote in favor.

Solution: Check the AOA:

  • If AOA permits casting vote → Chairman casts the deciding vote and resolution passes
  • If AOA is silent → Equality of votes means the Ordinary Resolution is deemed dropped and fails

⚠️ Common exam mistakes

  • Assuming the Chairman automatically has a casting vote — it must be expressly granted by AOA
  • Confusing 'casting vote' (second vote on tie) with the Chairman's own ordinary vote as a member
  • Forgetting that on tie without AOA provision, the resolution is dropped, NOT passed
Reference: Sec 104 — Companies Act, 2013
Now that you've read this — what's next?
Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.
Start 15-min diagnostic