Chairman of a General Meeting: Section 104

The chairman of a general meeting of an Indian company is decided by section 104 of the Companies Act, 2013, but only if the company's articles are silent. The section is short, and almost all of its content sits in two qualifications: the articles come first, and a poll demanded on the election has to be taken immediately rather than at the chairman's convenience. This page covers both, and who holds the chair while the poll is counted. It is not investment advice.

How section 104 picks the chairman of a general meeting

Sub-section (1) reads: 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.

Four conditions are packed into that sentence, and each of them decides something.

• Unless the articles of the company otherwise provide. The statutory rule is a default. A company whose articles say the chairman of the Board shall chair general meetings, or name another office holder, follows the articles. Table F of Schedule I supplies such articles for companies that adopt it.
• The members personally present. Not the members on the register, and not those attending through someone else. A proxy under section 105 attends for a member but is not a member personally present, and cannot even speak at the meeting under the first proviso to section 105(1). A body corporate acts through an authorised representative, and corporate representation is the separate mechanism for that.
• Elect one of themselves. The chairman comes from inside the room, from among the members personally present.
• On a show of hands. The election method is fixed, not left to the meeting.

The election also presupposes a meeting that can transact business at all, which is a quorum question under section 103 rather than a section 104 one.

What happens if someone demands a poll on the election?

Sub-section (2) deals with the case where the show of hands is contested. If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act.

That timing is not a courtesy. Section 109(3) states it in its own words, requiring that a poll demanded for adjournment of the meeting or appointment of Chairman of the meeting shall be taken forthwith. Note the word it uses: section 104(2) calls the event an election, section 109(3) calls it an appointment. A poll on any other question may be taken at such time as the chairman directs, not being later than forty-eight hours from the time the demand was made, under section 109(4). The reason for the difference is practical: the rest of the meeting cannot run until the question of who is running it is settled. How a poll is demanded and taken covers the machinery.

The second half of sub-section (2) settles who holds the chair in the meantime. 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.

Why the identity of the chairman matters

The chair of a general meeting is not a ceremonial office in this Act. Several powers attach to the person holding it, which is why the election can be contested at all:

• A poll may be ordered to be taken by the Chairman of the meeting on his own motion under section 109(1).
• The chairman appoints the scrutinisers for a poll under section 109(5) and regulates the manner in which it is taken under section 109(6).
• The chairman's declaration of a show of hands result, together with an entry to that effect in the minute book, is conclusive evidence of the fact of the resolution passing or otherwise under section 107(2).
• Under section 118(5) and 118(6) the chairman has absolute discretion over whether defamatory, irrelevant or detrimental matter goes into the minutes of the meeting.

For a listed company, none of this reaches the public record directly. What reaches it is the outcome: the voting results filed after the meeting and the report on the annual general meeting. Where a general meeting is contested, the identity of the person who chaired it is a fact the minutes carry, and the minute book is open to member inspection under section 119.

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.