Demand for Poll — explained: this guide covers what Demand for Poll — means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
What Is a Poll?
A poll is a method of voting at a general meeting where votes are counted proportionally to the shares held by each member — unlike a show of hands where each member present gets one vote regardless of shareholding. Under Section 109 of the Companies Act, 2013: any member can demand a poll before or immediately after the declaration of the result on a show of hands. The poll gives weightage to the number of shares held — a member holding 1,000 shares has more votes than a member holding 10 shares. Poll ensures that the principle of "one share, one vote" is followed, reflecting the true economic interest of shareholders.
Section 109 — Who Can Demand a Poll
A poll may be demanded by: (a) the Chairman of the meeting on their own motion, (b) members present in person or by proxy holding not less than one-tenth (10%) of the total voting power in respect of the resolution, (c) members present holding shares with an aggregate paid-up value of Rs. 5 lakh or more. The demand can be made: (a) before the voting on a show of hands, (b) immediately after the declaration of the result on a show of hands. Once a poll is validly demanded: it MUST be conducted — the Chairman cannot refuse.
Procedure for Conducting a Poll
Step 1 — Demand: The member(s) demanding the poll must state their demand clearly — identifying themselves and the resolution on which the poll is demanded.
Step 2 — Chairman's Direction: The Chairman directs the conduct of the poll. The Chairman may appoint polling officers (from the company staff or external persons) to manage the logistics.
Step 3 — Distribution of Ballot Papers: Ballot papers (or electronic voting devices) are distributed to all members present in person and to proxy holders. Each ballot paper states: the resolution, the member's name, folio/DP-Client ID, and number of shares/votes.
Step 4 — Voting: Members and proxies mark their vote — FOR or AGAINST — on the ballot paper and deposit it in the ballot box (or cast electronically).
Step 5 — Scrutinizer's Count: The Scrutinizer (appointed by the Chairman — typically a practicing CS or CA) counts the votes. The Scrutinizer verifies: (a) validity of each ballot (properly marked, signed, correct member details), (b) rejects invalid ballots, (c) counts votes FOR and AGAINST, (d) calculates the percentage.
Step 6 — Declaration of Result: The Scrutinizer submits the report to the Chairman. The Chairman declares the result — "The resolution is passed / not passed by a majority of votes on a poll." For special resolutions: the percentage must be at least 75% in favor.
When Is Poll Automatically Required?
For listed companies with 1,000+ members: e-voting is mandatory under Section 108 — which is effectively a poll (votes counted proportionally to shareholding). Therefore: for most listed company meetings, the result is always determined by poll/e-voting — the show of hands is a preliminary step only. The e-voting results (combined with any poll at the physical meeting) determine the final outcome.
Poll vs Show of Hands vs E-Voting
| Feature | Show of Hands | Poll | E-Voting |
|---|---|---|---|
| Voting basis | One member = one vote | Proportional to shares | Proportional to shares |
| Proxy can vote | No | Yes | Yes (through e-voting before meeting) |
| When conducted | Default method | On demand | Before and during meeting |
| Who counts | Chairman observes | Scrutinizer | E-voting platform + Scrutinizer |
| Accuracy | Approximate | Precise | Precise |
Recording in Minutes
The minutes must record: (a) who demanded the poll and on which resolution, (b) the Chairman's direction for conducting the poll, (c) the Scrutinizer appointed, (d) the Scrutinizer's report — votes in favor, votes against, invalid votes, and result, (e) the Chairman's declaration of the result. If e-voting was also conducted: the minutes must consolidate both e-voting results and physical poll results.
Withdrawal of Poll Demand
Under Section 109(3): a demand for a poll may be withdrawn at any time by the person(s) who made the demand. However: once the poll has been conducted and votes have been cast, it cannot be withdrawn — the result must be declared. Withdrawal is possible only before the actual polling begins.
Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.