Any resolution put at a General Meeting shall be decided on a show of hands unless:
A poll is demanded under Section 109, or
E-voting is mandatory/availed.
### Conclusive Evidence
A declaration by the Chairman of the passing of a resolution by show of hands, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact of passing such resolution.
No requirement to prove the number of votes cast in favour or against.
### Important Notes
One member, one vote is the rule for voting by show of hands (irrespective of shareholding).
An insolvent member can also vote by show of hands.
A proxy cannot vote by show of hands.
A representative under Section 112/113 can vote by show of hands.
Worked example
### Example 1
Example: At the AGM of XYZ Ltd., a resolution is passed on a show of hands. The Chairman declares it carried, and the entry is made in minutes. Later, a member challenges the count. The declaration and minutes entry serve as conclusive evidence — the actual count need not be proved.
### Example 2
Example: Mr. A holds 60% shares; Mr. B and Mr. C each hold 20%. On a show of hands, each has only 1 vote — so a resolution favoured by B and C (2 votes) defeats A (1 vote).
⚠️ Common exam mistakes
Allowing voting weightage based on shareholding during show of hands — it is one member, one vote.
Allowing a proxy to vote on show of hands.
Believing the count of votes needs to be proved when the Chairman's declaration is conclusive.
Bare-Act text Section 107 · Companies Act, 2013 · click to expand
Section 107(1) - At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out electronically, be decided on a show of hands. Section 107(2) - A declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands under sub-section (1) and an entry to that effect in the books containing the minutes of the meeting of the company shall be conclusive evidence of the fact of passing of such resolution or otherwise.