# Demand for Poll — Section 109

## What is a Poll?

A poll is a method of voting where each member's vote is counted in proportion to their shareholding (unlike show of hands where each member gets one vote).

## When Can a Poll Be Demanded?

Before or at the time of declaring the result of voting by show of hands, the Chairman may:

Order a poll on his own motion, OR
Order a poll upon a valid demand

## Who Can Demand a Poll?

### For Companies WITH Share Capital:

Members present in person or by proxy (if allowed) holding either:

At least 1/10th (10%) of total voting power, OR
Shares with paid-up value of ₹5,00,000 (or higher prescribed amount)

### For Companies WITHOUT Share Capital:

Member(s) present in person or by proxy holding:

At least 1/10th (10%) of total voting power

## Withdrawal of Demand

Demand for poll can be withdrawn at any time by those who made the demand.

## Time Limit for Conducting Poll

Subject Matter	Timing
Adjournment of meeting OR appointment of Chairman	Immediately
Any other matter	Within 48 hours of demand (as directed by Chairman)

## Appointment of Scrutinizer

Chairman appoints scrutinizer(s) to oversee the polling process and report votes.

## Duties of Scrutinizer

1. Ensure proper conduct of the poll process

2. Maintain accurate records of the poll

3. Submit report to Chairman with details (votes for/against)

4. Ensure compliance with Sec 109 and Rule 21

## Effect of Poll

Once a poll is taken, the result of the poll replaces the show of hands result.
The result of the poll is deemed to be the decision of the meeting on the resolution.

Worked example

### Example 1

Example: ABC Ltd. has total paid-up capital of ₹1 crore with voting rights. At the AGM, members holding ₹6 lakh worth of shares (i.e., 6% of voting power) demand a poll. Is the demand valid?

Solution: Yes, valid. For companies with share capital, the demand is valid if EITHER 10% voting power OR ₹5,00,000 paid-up value is held. Here, the second limb (₹5,00,000) is satisfied since members hold ₹6,00,000.

### Example 2

Example: At an AGM, after the Chairman declares the result of show of hands, a member demands a poll. Is this valid?

Solution: A poll must be demanded before or at the time of declaring the result. If demanded strictly AFTER declaration, it may not be valid. However, in practice, demands made immediately upon or contemporaneously with declaration are accepted.

⚠️ Common exam mistakes

Treating the 10% voting power and ₹5,00,000 thresholds as cumulative — they are ALTERNATIVE (either one suffices)
Forgetting that poll on adjournment/Chairman appointment must be taken IMMEDIATELY
Believing once demanded, a poll cannot be withdrawn — it can be withdrawn at any time
Forgetting that the poll result OVERRIDES the show of hands result

Reference: Sec 109 — Companies Act, 2013

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Demand for Poll (Section 109)

Worked example

⚠️ Common exam mistakes