# 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 Type | Application of Sec 104 |
|---|---|
| Private Company | Applies unless AOA/sections specify otherwise. Exempted if no default in filing FS (Sec 137) or annual returns (Sec 92) with ROC |
| IFSC Public Company | Applies unless articles specify otherwise |
## Memory Aid
'AOA decides Chairman's twin sword' — without AOA backing, the tie kills the resolution.