# Chairman of the General Meeting — Section 104

Section 104 governs how the Chairman of a general meeting is elected and what authority they wield.

## 1. Election of Chairman

Members personally present elect the Chairman by show of hands, unless the Articles state otherwise.
If a poll is demanded, the Chairman elected by show of hands continues until another Chairman is elected through the poll.

## 2. Powers of the Chairman

Conducts the meeting, maintains decorum, ensures proper procedure, and signs the minutes afterwards.
Decides all questions arising during the meeting — must act with strict impartiality.

## 3. Right to a Casting Vote

A casting vote is available only if the Articles expressly so provide.
A casting vote allows the Chairman to vote a second time to break a tie.
If the Articles do not provide a casting vote, an Ordinary Resolution with equal votes is deemed to be lost (dropped).

## 4. Special Cases

### (a) Private Company

Sec 104 applies unless the AoA or the relevant section provides otherwise.
This exemption is available only if the private company has no default in filing under Sec 137 (financial statements) or Sec 92 (annual return).

### (b) Specified IFSC Public Company

Sec 104 applies unless the articles specify otherwise.

Worked example

### Example 1

Example 1 — Show of hands vs poll:

Mr A is elected Chairman by show of hands. Mr B demands a poll on Chairmanship. Mr A continues to chair until the poll concludes and a new Chairman (if any) is elected.

### Example 2

Example 2 — Tie without casting vote:

At an EGM, votes on an Ordinary Resolution are tied 100-100. Articles don't grant a casting vote → the resolution is deemed lost.

### Example 3

Example 3 — Casting vote permitted:

At ABC Ltd's AGM, AoA expressly empower the Chairman to cast a second vote. The Chairman casts his casting vote to break the tie, and the resolution passes.

⚠️ Common exam mistakes

Assuming the Chairman always has a casting vote — it exists only if the Articles say so.
Treating a tied OR as 'passed' or 'pending' — without a casting vote it is dropped (deemed lost).
Forgetting that the Chairman elected by show of hands remains in office during the poll for chairmanship.
Granting the private-company relaxation to a Pvt Ltd that hasn't filed Sec 137 / Sec 92 — the relaxation is conditional.

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

Section 104(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. Section 104(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 the Meeting (Sec 104)

Worked example

⚠️ Common exam mistakes