Demand for a Poll: Section 109 Explained

A demand for a poll is how a member of an Indian company converts a show of hands into a counted vote. Section 109 of the Companies Act, 2013 sets out who may make the demand, the two shareholding thresholds that qualify a demander in a company with share capital, when the poll has to be taken, and who scrutinises it. It matters because a show of hands counts heads and a poll counts votes, so the result can differ.

Who can make a demand for a poll?

Section 109(1) gives two routes to a poll. The Chairman of the meeting may order one on his own motion, and he shall order one on a demand made by the qualifying members. The demand may be made before or on the declaration of the result of the voting on a resolution on a show of hands, so the last moment for it is the declaration itself.

Who qualifies depends on whether the company has a share capital:

The two limbs in clause (a) are alternatives, not a cumulative test. The clause reads "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 ... has been paid-up", so a member who satisfies either one qualifies.

The two limbs are also measured in different units, which is what makes the second one useful. The first is proportional: a fraction of the total voting power, so the holding needed to reach it grows with the company. The second is absolute: a rupee figure of paid-up value on the shares held, which does not move as the company grows. In a large company the one tenth limb is out of reach for all but a substantial holder, while the five lakh rupee limb stays where it is. That is the limb on which a poll is demandable by a member holding nowhere near a tenth of the voting power.

Note also that both clauses count members present in person or by proxy, where allowed. That is a wider formula than the one section 103(1) uses for the quorum for a general meeting, which counts members personally present.

Has a higher amount been prescribed?

Section 109(1)(a) states the second threshold as five lakh rupees "or such higher amount as may be prescribed", which is a delegation, so the operative figure is whatever the rules carry.

The Companies (Management and Administration) Rules, 2014 as served for this page carry no rule prescribing a higher amount for a poll demand. The only five lakh rupee figure anywhere in that file is in rule 23, which prescribes the paid-up threshold for a resolution requiring special notice under section 115, a different provision. On that copy of the rules, the statutory five lakh rupees is the figure that stands.

That is a statement about the document read, not proof of a negative: an amending notification not carried by this file could have prescribed a higher amount. Check the amending notifications before relying on the figure for a filing.

On the rules cited here. The rule text on this page comes from the copy of the Companies (Management and Administration) Rules, 2014 that thc.nic.in serves, and that copy is a notification text rather than a consolidation. Its body is the 27 March 2014 notification, unnumbered as served. Bundled into the same file is a later amendment notification, G.S.R. 279(E) dated 6 April 2022, the Companies (Management and Administration) Amendment Rules, 2022, whose own footer records the principal notification as G.S.R. 260(E) dated 31 March 2014 and lists the ten amendments before it. That number and date are second-hand: the file carries them only in that 2022 footer, never on the principal text itself, so the source lines on these pages cite them on the authority of that footer. So the file evidences eleven amendments in all, and the most recent one it carries is the 2022 notification, not the 5 March 2021 one its table ends on. Check the amending notifications before relying on any rule text here for a filing. The section text on this page is the Companies Act, 2013 as consolidated on India Code, with each amendment footnote resolved on its own page.

When must the poll be taken, and by whom is it counted?

Section 109 splits the timing by subject matter.

• Forthwith, under section 109(3), for a poll demanded on the adjournment of the meeting or the appointment of the Chairman of the meeting. Those two questions cannot wait, because the rest of the meeting depends on them.
• At such time as the Chairman of the meeting may direct, not being later than forty eight hours from the time when the demand was made, under section 109(4), for a poll demanded on any other question.

Section 109(5) requires the Chairman to appoint such number of persons as he deems necessary to scrutinise the poll process and the votes given on the poll and to report to him in the manner prescribed. Rule 21 of the Companies (Management and Administration) Rules, 2014 supplies that manner. Rule 21(1) requires the Chairman to ensure the scrutinisers are provided with the register of members, specimen signatures of the members, the attendance register and the register of proxies, and with all the documents the company received under sections 105, 112 and 113, which are the proxy instruments and the corporate and government representative authorisations. Rule 21(2) requires the scrutinisers to submit a report to the Chairman in Form No. MGT.13, signed by the scrutiniser or by all of them where there is more than one, within seven days from the date the poll is taken.

Section 109(6) leaves the Chairman power to regulate the manner in which the poll is taken, subject to the section. Section 109(7) then makes the outcome binding on the meeting: the result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken.

Why the demand matters at all

Section 107(1) is the default: at any general meeting a resolution put to the vote shall be decided on a show of hands unless a poll is demanded under section 109 or the voting is carried out electronically. Section 107(2) then makes the Chairman's declaration of a show of hands result, entered in the minutes, conclusive evidence of the passing of the resolution.

That is the whole reason a demand for a poll exists. A show of hands counts the people in the room, and once declared and minuted it is conclusive. A poll counts votes according to shareholding, and section 106(3) confirms that on a poll a member entitled to more than one vote need not use all his votes or cast them all the same way. Section 109(2) lets the persons who made the demand withdraw it at any time, which puts the show of hands result back in place.

For a listed company the arithmetic ends up in public. The voting results filed after the meeting report the votes cast, not the hands raised.

Where this sits in the disclosure picture

• What is a voting results filing is where the counted outcome of a poll reaches the public record.
• Ordinary resolution vs special resolution covers the majorities section 114 measures on the votes a poll counts.
• Quorum for a general meeting covers the narrower presence test section 103(1) applies before any of this starts.
• What is a proxy under section 105 covers the holder the first proviso to section 105(1) confines to voting on a poll.
• What is a postal ballot covers the section 110 route that takes business out of the meeting altogether.
• What is a restriction on voting rights covers the section 106 grounds on which votes a poll would otherwise count can be withheld.

Flock reports the filings themselves, each stamped with its date and linked back to the exchange or regulator that published it. What any of it means for you is your call to make.