# Voting by Show of Hands — Section 107

## Default Method of Voting

Voting is ordinarily done by show of hands unless a poll or electronic voting is demanded.
Each member present has one vote, regardless of shareholding.

## Conclusiveness of Chairman's Declaration

The Chairman's declaration recorded in the minutes book is conclusive evidence that the resolution has been passed (or lost).
This declaration cannot be questioned unless a poll is demanded.

## Voting by Insolvent Shareholder

An insolvent shareholder can still vote by show of hands if:

1. He remains on the company's register as a member (even without beneficial interest), AND

2. Dividends are paid to the trustee in bankruptcy, not directly to him.

## Key Limitation

A proxy CANNOT vote on a show of hands (refer Sec 105).
Show of hands cannot distinguish between members holding different numbers of shares — hence the alternative of a poll is provided.

## When Used

Default unless:
Poll is demanded under Sec 109, OR
E-voting is mandated/conducted under Sec 108

## Connection to Other Provisions

The conclusiveness rule applies only if no poll is demanded before or immediately after the result.

Worked example

### Example 1

Example: At an AGM, on show of hands, the Chairman declares that an Ordinary Resolution is 'passed'. The minutes record this. Later, a member alleges the count was wrong. Can the member challenge it?

Solution: The Chairman's declaration in the minutes is conclusive evidence of passing unless a poll was demanded at the time. The member cannot challenge it after the fact unless a poll was duly demanded under Sec 109.

⚠️ Common exam mistakes

Assuming proxies can vote on show of hands — they cannot
Believing the Chairman's declaration is open to evidence-based challenge after the meeting — it is conclusive
Treating show of hands as proportionate to shareholding — each member has only ONE vote on show of hands

Reference: Sec 107 — Companies Act, 2013

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Voting by Show of Hands (Section 107)

Worked example

⚠️ Common exam mistakes