A poll may be ordered before or on the declaration of the result of voting on any resolution by show of hands.
### Who can demand a poll?
1. Chairman — may order suo motu (on his own motion); OR
2. Members or proxies — on demand made by:
Type of Company
Threshold
Company having share capital
Members holding ≥ 1/10th of total voting power, OR shares on which aggregate paid-up share capital of ≥ ₹5,00,000 has been paid
Company not having share capital
Members having ≥ 1/10th of total voting power
### Withdrawal of Poll
A demand for a poll may be withdrawn at any time by the person(s) who made the demand.
### Timing of Poll
Poll on adjournment / chairman's election → taken forthwith
Poll on any other question → taken within 48 hours of demand.
Worked example
### Example 1
Example: ABC Ltd. has total voting power of 10,00,000 votes. Members holding 1,00,000 votes (i.e., 1/10th) demand a poll. The Chairman MUST order the poll.
### Example 2
Example: In XYZ Ltd., members holding shares with aggregate paid-up capital of ₹5,00,000 demand a poll. The Chairman is bound to order it, even if their voting power is less than 1/10th.
### Example 3
Example: A poll was demanded by Mr. P holding 12% voting power. Before the poll could be conducted, Mr. P withdrew the demand. The withdrawal is valid, and the original show-of-hands result stands.
⚠️ Common exam mistakes
Believing the Chairman has discretion to refuse a valid demand — he must order the poll if the threshold is met.
Confusing the ₹5,00,000 paid-up capital threshold with capital that is required to be subscribed.
Forgetting that either threshold (1/10th voting power OR ₹5 lakh paid-up) suffices for a company with share capital.
Bare-Act text Section 109 · Companies Act, 2013 · click to expand
Section 109(1) - Before or on the declaration of the result of the voting on any resolution on show of hands, a poll may be ordered to be taken by the Chairman of the meeting on his own motion, and shall be ordered to be taken by him on a demand made in that behalf,— (a) in the case of a company having a share capital, by the members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power or holding shares on which an aggregate sum of not less than five lakh rupees or such higher amount as may be prescribed has been paid-up; and (b) in the case of any other company, by any member or members present in person or by proxy, where allowed, and having not less than one-tenth of the total voting power.