Demand for Poll — Legal Basis
Under Section 109 of the Companies Act, 2013: a poll may be demanded before or after declaration of result on show of hands by: (a) the Chairman, (b) members with 10%+ voting power, (c) members holding shares with paid-up value of Rs. 5 lakh+. The demand must be specific — identifying the resolution on which poll is demanded.
Specimen Demand for Poll
[Illustrative format]
DEMAND FOR POLL
To: The Chairman, [Nth] Annual General Meeting of [Company Name]
Date: [Date]
Dear Sir/Madam,
We, the undersigned members of [Company Name], holding in aggregate [Number] equity shares representing [X]% of the total voting power / shares with paid-up value of Rs. [Amount], hereby demand a poll on Resolution No. [Number] relating to [subject of resolution], pursuant to Section 109 of the Companies Act, 2013.
| Name | Folio/DP-Client ID | Shares Held | Signature |
|---|
| [Member 1] | [Number] | [Number] | ___ |
| [Member 2] | [Number] | [Number] | ___ |
Thanking you,
[Members' Signatures]
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) appointment of Scrutinizer, (d) the poll results — votes for, against, invalid, (e) the Chairman's declaration of the result. For listed companies: e-voting results are consolidated with the physical poll results.
Key Points
(a) The demand can be ORAL or WRITTEN — but written is preferred for clear recording. (b) The Chairman CANNOT refuse a valid demand — the poll MUST be conducted. (c) The demand can be WITHDRAWN before polling begins (Section 109(3)). (d) For listed companies with mandatory e-voting: the result is always by poll — the demand for poll is less relevant since e-voting is already proportional voting.
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.
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❓ Frequently Asked Questions
Can the Chairman refuse a demand for poll?
NO — if the demand meets Section 109 requirements (10% voting power or Rs. 5 lakh paid-up value), the Chairman CANNOT refuse. The poll MUST be conducted. If the Chairman wrongly refuses: the meeting proceedings and any resolution passed on show of hands can be challenged. The Chairman should: (1) verify the demand is valid (check shareholding), (2) direct the conduct of the poll, (3) appoint a Scrutinizer, (4) declare the result based on the Scrutinizer's report.
Can a demand for poll be withdrawn?
YES — under Section 109(3): the demand may be withdrawn at any time by the person(s) who made the demand. However: withdrawal is possible only BEFORE the actual polling begins. Once ballot papers are distributed and voting starts: the poll cannot be withdrawn — it must be completed and the result declared. If withdrawn: the show of hands result (if already declared) stands.
Is a written demand for poll necessary?
Not strictly necessary — the demand can be ORAL (stated at the meeting). However: a WRITTEN demand is preferred because: (1) it clearly identifies the demanding members and their shareholding, (2) it specifies the exact resolution on which poll is demanded, (3) it creates a permanent record for the minutes, (4) it avoids disputes about whether the demand was validly made. The written demand is submitted to the Chairman at the meeting.
What happens after a poll is demanded?
After a valid demand: (1) Chairman directs the CONDUCT of the poll, (2) Chairman appoints SCRUTINIZER(S) — typically a practicing CS or CA, (3) BALLOT PAPERS (or electronic devices) are distributed to members and proxies present, (4) Members VOTE — marking for/against on each ballot paper, (5) Scrutinizer COUNTS the votes — verifying validity, (6) Scrutinizer submits REPORT to the Chairman — total cast, for, against, invalid, result, (7) Chairman DECLARES the result — 'resolution passed/not passed on a poll.' For listed companies: e-voting results are consolidated with the physical poll.
On how many resolutions can a poll be demanded?
A poll can be demanded on ANY resolution — there is no limit on the number of resolutions. Members can demand poll on one resolution, multiple resolutions, or ALL resolutions. However: each demand must meet the Section 109 threshold (10% voting power or Rs. 5 lakh paid-up). If the same members demand poll on multiple resolutions: the threshold needs to be met only ONCE (they qualify for all resolutions). The poll is conducted separately for each resolution — with separate vote counts and results for each.
