# Demand for Poll [Section 109]

## What is a Poll?

A poll is voting in proportion to shareholding (weighted voting). Each member gets votes equal to the number of shares held — unlike show of hands where each member counts as one.

## When can a Poll be Demanded?

Before or on declaration of the result of voting by show of hands, a poll may be ordered:

By the Chairman on his own motion; OR
On a demand made by qualifying members.

## Who can demand a Poll?

### Company having share capital

Members present in person or by proxy, who:

Hold at least 1/10th of total voting power; OR
Hold shares on which at least ₹5 lakhs is paid-up (aggregate).

### Company not having share capital

Members present in person or by proxy having at least 1/10th of total voting power.

## Withdrawal of Demand

A demand may be withdrawn at any time by the persons who made it.

## Timing of the Poll

General rule: Poll within 48 hours of demand, as the Chairman directs.
Exception: Poll on a question of adjournment or election of a chairman must be taken forthwith.

## Scrutinizer for the Poll

### Appointment

The Chairman appoints one or more scrutinizers.

### Duties

1. Ensure proper conduct of polling.

2. Maintain proper records.

3. Submit report to chairman with details of votes cast.

4. Ensure compliance with voting-by-poll rules.

### Documents provided

Register of Members, specimen signatures, Register of Proxies, Attendance Register, documents under Sections 105, 112, 113.

> In case of ambiguity about proxy validity, the scrutinizer decides in consultation with the chairman.

### Polling Process

Scrutinizer arranges polling papers and distributes them.
For joint holders, given to the first-named holder (or others in order).
Records polling papers received.
Locks and seals the empty polling box in presence of members and proxies; opens it in presence of 2 witnesses after voting.

### Scrutinizers' Report

States: votes cast, valid votes, votes for, votes against, invalid polling papers.
Signed by scrutinizer and submitted within 7 days to the Chairman.
Chairman countersigns.

### Member Voting in Person

If a member has voted in person, the proxy's vote is disregarded.

### Declaration of Result

The Chairman (or an authorised person) declares the result.

## Voting Flexibility on a Poll

On a poll, a member or proxy with more than one vote need NOT cast all votes in the same way — they may split votes (per Section 106(3)).

Worked example

### Example 1

Example: At AGM of L Ltd. (share capital ₹50 lakhs), a resolution is decided on show of hands and declared lost. A member holding shares on which ₹6 lakhs is paid-up demands a poll. Valid?

Solution: Yes. He holds shares on which ₹6 lakhs is paid-up (≥ ₹5 lakhs). Demand is valid; poll within 48 hours.

### Example 2

Example: Mr. P holds 1,000 shares in M Ltd. and appoints Mr. Q as proxy. Mr. P attends and votes 'For' on a poll. Mr. Q also attempts to vote.

Solution: Since Mr. P voted in person, Mr. Q's vote is disregarded.

⚠️ Common exam mistakes

Applying only one of the two alternatives for the threshold — either 1/10th voting power OR ₹5 lakh paid-up suffices.
Believing all polls must be taken immediately — only polls on adjournment or election of chairman are forthwith; others within 48 hours.
Forgetting members can split votes on a poll.
Counting both member's and proxy's votes when the member voted personally.

Bare-Act text Section 109 · Companies Act, 2013 · click to expand

Section 109 — Demand for poll. (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 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. (2) The demand for a poll may be withdrawn at any time by the persons who made the demand. (3) A poll demanded for adjournment of the meeting or appointment of Chairman of the meeting shall be taken forthwith. (4) A poll demanded on any question other than adjournment of the meeting or appointment of Chairman shall be taken at such time, not being later than forty-eight hours from the time when the demand was made, as the Chairman of the meeting may direct.

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Demand for Poll (Section 109)

Worked example

⚠️ Common exam mistakes