# Voting by Show of Hands [Section 107]

## The Default Method

At any general meeting, the first method of voting is by a show of hands, unless:

A poll is demanded under Section 109, OR
Voting by electronic means is prescribed/required.

## How it Works

Each member entitled to vote raises a hand (one member = one vote, irrespective of shareholding).
The chairman counts those for and against.

## Conclusiveness of Chairman's Declaration

A declaration by the chairman that a resolution has been carried (or lost), recorded in the Minutes Book, is conclusive evidence of that fact without proof of the number or proportion of votes recorded.

> This protects the company from later head-count disputes, unless a poll is demanded.

## Who can Vote?

A person can vote so long as he remains a member in the Register of Members — even if insolvent, provided his name still appears on the register.
A proxy cannot vote on a show of hands — proxies vote only on a poll.

## Limitation

Because each person counts as one, the actual shareholding is ignored. Show of hands can therefore distort the will of large shareholders — hence the right to demand a poll.

Worked example

### Example 1

Example: At ABC Ltd.'s AGM, 30 members are present. 18 raise hands in favour, 12 against. The chairman declares the resolution carried and records it in the Minutes Book.

Solution: Even if challenged later on the exact count, the chairman's declaration is conclusive evidence — unless a poll had been demanded.

### Example 2

Example: Z is a member of P Ltd. but declared insolvent. Can he vote at the AGM?

Solution: Yes — as long as his name remains on the Register of Members. Voting depends on the register, not on solvency.

⚠️ Common exam mistakes

Allowing proxies to vote on show of hands.
Treating votes on show of hands as weighted by shareholding — they are not; one member = one vote.
Believing the chairman's declaration can be challenged on the actual headcount — it is conclusive unless a poll is demanded.

Bare-Act text Section 107 · Companies Act, 2013 · click to expand

Section 107 — Voting by show of hands. (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. (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.

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Voting by Show of Hands (Section 107)

Worked example

⚠️ Common exam mistakes