Section 104 applies to all companies including Private Companies, unless the Articles of Association provide otherwise. The Articles may carry their own rules on chairmanship; in their absence (or where they are silent), Section 104 governs.
### Election of Chairman — Step-by-step procedure
Step 1: By Show of Hands
The members personally present at the meeting shall elect one of themselves to be the Chairman by a show of hands.
Step 2: If a poll is demanded on the election of Chairman
A poll on the election of the chairperson shall be taken forthwith.
The Chairman elected by show of hands continues to act as Chairman of the meeting only until some other person is elected as Chairman by poll.
Once a new Chairman is elected by poll, that person shall be Chairman for the remainder of the meeting.
### Powers / Duties of the Chairman (read with Sec. 118 and Standards)
1. Maintain order at the meeting and conduct proceedings fairly.
2. Casting vote — The Chairman shall have a casting (second) vote only if authorised by the Articles. There is NO automatic statutory casting vote.
### Quick memory grid
Question
Answer
Who elects the Chairman?
Members personally present, by show of hands
What if a poll is demanded?
Taken forthwith; new chairperson may take over
Does chairman have casting vote by default?
No — only if AOA authorises
Does it apply to Pvt. Cos?
Yes — unless AOA provides otherwise
Worked example
### Example 1
Example — Election of Chairman
At the AGM of Sunrise Ltd., members present elect Mr. A as Chairman by show of hands. Subsequently, a group of members demand a poll on the election of the Chairman.
Solution: Under Section 104(2), the poll must be taken forthwith. Mr. A continues to act as Chairman in the meantime. Suppose Mr. B is elected through the poll — Mr. B then becomes Chairman for the remainder of the meeting. The acts done by Mr. A in the interim remain valid.
### Example 2
Example — Casting vote in a tie
At an EGM, a resolution receives equal votes on each side. The Chairman wishes to exercise a casting vote.
Solution: The Chairman can cast a second/casting vote only if the Articles of Association expressly authorise it. If the AOA are silent, no casting vote exists and the resolution fails (not carried by a majority).
⚠️ Common exam mistakes
Assuming the Chairman always has a casting vote — this is true only when the AOA authorises it.
Thinking the original Chairman (elected by show of hands) continues even after a poll — they are replaced by the poll-elected Chairman for the remainder of the meeting.
Treating Section 104 as inapplicable to private companies — it applies unless the AOA provide otherwise.
Forgetting that a poll on the election of the Chairman must be taken FORTHWITH, not later in the meeting.
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.