# Chairman of Meeting — Section 104

## Applicability

Applies to both public and private companies — unless the Articles of Association (AOA) otherwise provide.

## Election of Chairman

### Step 1 — By show of hands

Unless AOA provides otherwise, the members personally present at the meeting shall elect one of themselves to be the Chairman by show of hands.

### Step 2 — If a poll is demanded on the election of the Chairman

The poll shall be taken forthwith (immediately).

### Step 3 — Chairman during the poll

The Chairman elected on a show of hands shall continue to be the Chairman of the meeting until some other person is elected as Chairman as a result of the poll. Such other person shall be Chairman for the rest of the meeting.

## Key Points to Remember

AOA can override Section 104 — but in absence of provisions in AOA, this section governs.
The election by show of hands is provisional until any poll demanded specifically on chairmanship is decided.
Poll on chairmanship has priority — to be conducted forthwith, not at the end of the meeting.

Worked example

### Example 1

Example: At the AGM of ABC Ltd, members elect Mr. A as Chairman by show of hands. Some members demand a poll on his election.

Analysis: The poll must be taken forthwith. Until the poll's result is declared, Mr. A continues as Chairman. If the poll elects Mr. B, then Mr. B becomes Chairman for the remainder of the meeting.

⚠️ Common exam mistakes

Assuming Section 104 does not apply to private companies — it does, unless AOA otherwise provides.
Postponing the chairmanship-poll to the end of the meeting — it must be taken forthwith.
Treating the show-of-hands election as final even when a poll has been demanded.
Forgetting that the new (poll-elected) Chairman only takes over for the rest of the meeting; the show-of-hands Chairman validly presided until then.

Bare-Act text Section 104 · Companies Act, 2013 · click to expand

Section 104 — Chairman of meetings: (1) Unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands. (2) If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act and the Chairman elected on a show of hands under sub-section (1) shall continue to be the Chairman of the meeting until some other person is elected as Chairman as a result of the poll, and such other person shall be the Chairman for the rest of the meeting.

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Chairman of Meeting (Section 104)

Worked example

⚠️ Common exam mistakes