When must the chair order a poll?
Before or on declaration of a show-of-hands result, the chair may order a poll voluntarily and must order one on a valid demand under section 109. For a company with share capital, eligible members present in person or by proxy where allowed can qualify through either at least one-tenth of total voting power or shares carrying aggregate paid-up value of at least ₹5 lakh, subject to any higher prescribed amount. The two limbs are alternatives, not cumulative conditions.
The procedural focus here is an ordinary physical general meeting, principally of an unlisted public company, where a resolution is being decided on a show of hands and no separate mandatory electronic-voting regime changes the voting workflow. For private companies, listed entities or meetings involving remote e-voting, first examine applicable exemptions, articles, electronic-voting rules and any securities-law requirements. A physical poll is not a way to bypass them. Position checked on 23 October 2026.
Use total voting power, not attendance or share price
The controlling provision is Companies Act, 2013, section 109. The one-tenth denominator is total voting power, not merely the voting power represented in the room. The paid-up alternative refers to the paid-up sum on shares held by the demanding members; it is not their market value, the entire company’s paid-up capital or the face value of unpaid shares.
For a company without share capital, the separate statutory route is at least one-tenth of total voting power. There is no paid-up-share alternative for that population. Verify entitlement for the relevant resolution, the member’s presence and any representative or proxy authority. Do not count the same underlying voting rights twice because both a member and a proxy appear in a supporting list.
A coalition can be tested using the aggregate eligible rights of its demanding members. The secretarial working should list each member, the authority of anyone acting, voting rights, paid-up amount and the resulting aggregate under each limb. The demand’s timing matters independently of arithmetic: preserve when it was made relative to declaration of the show-of-hands result.
| Situation | Time rule | Record to prepare |
|---|---|---|
| Poll on appointment of chair | Take forthwith | Demand time and immediate conduct record |
| Poll on adjournment | Take forthwith | Demand, chair direction and result |
| Poll on another question | Take within 48 hours from demand | Timestamp, directed time/place and conduct evidence |
| Withdrawal by the demanders | Section 109 permits withdrawal | Clear withdrawal and the chair’s procedural record |
Forty-eight hours is not two working days
For a question other than adjournment or appointment of the chair, section 109(4) permits the chair to direct the polling time within 48 hours of the demand. Calculate elapsed hours, including a weekend, rather than assuming the clock restarts on the next working day. This outer limit concerns taking the poll. It is distinct from the Rule 21 period for submitting the scrutinizers’ report after the poll.
Section 109 allows the persons who demanded the poll to withdraw their demand. Record the withdrawal accurately; do not treat informal disagreement among some supporters as a documented withdrawal by the persons who made it. The chair’s independent statutory ability to order a poll is a separate consideration.
MGT-12 papers and the Rule 21 scrutiny record
Rule 21 of the Companies (Management and Administration) Rules, 2014 describes the scrutiny process. Give scrutinizers the member register, signature specimens, attendance and proxy records, plus relevant representation documents. The polling paper is Form MGT-12. Joint holders require the ordering prescribed by the rule: the first named holder, or in that holder’s absence the attending joint holder in the folio’s chronological order.
The prescribed process includes sealing an empty polling box in the presence of members and proxies, opening it after voting in the presence of two witnesses, and maintaining the polling-paper record. If a member who appointed a proxy votes personally, disregard the proxy vote. Resolve ambiguous proxy validity with the chair as the rule directs; do not silently count both papers or discard a disputed paper without a recorded reason.
The report distinguishes total votes cast, valid votes, votes for and against, and invalid papers with the votes represented by them. The number of pieces of paper is therefore not a substitute for the number of votes. Reconcile the entitlement register, paper register and vote totals before finalising the result.
MGT-13, signatures and declaration
Rule 21 requires the scrutinizers’ report in Form MGT-13, signed by the scrutinizer or all scrutinizers where more than one is appointed, and submitted to the chair within seven days from the poll. The chair countersigns and declares the result, or a person authorised by the chair in writing announces it. Under section 109, the poll result is the meeting’s decision on the resolution.
MGT-12 and MGT-13 form part of the polling evidence; do not describe the use of these forms as an automatic requirement to upload MGT-13 to the ROC. Separate filing obligations arising from the resolution itself must be assessed separately. Where an electronic-voting or securities-law framework applies, check its own result and disclosure requirements rather than assuming Rule 21’s seven-day outer period settles every deadline.
Worked illustrations
These illustrations use fictional facts and expressly stated assumptions. Amounts are Indian rupees unless a different currency or unit is specified. They are independent examples, not findings about any actual client.
Illustrative example 1: Exactly one-tenth of total voting power
For the resolution, total voting power is 1,00,000 votes. Eligible demanders present hold 10,000 votes. The ratio is 10,000 ÷ 1,00,000 = 10%, satisfying the voting-power limb exactly. Assume the demand is timely and authorities valid; no separate ₹5 lakh holding is needed under this limb.
Illustrative example 2: Paid-up alternative succeeds despite lower voting power
Total voting power is 2,00,000 votes. Demanders hold 18,000 votes, or 9%, but the aggregate paid-up amount on their shares is exactly ₹5,00,000. The voting-power limb fails; the alternative paid-up limb succeeds on the stated statutory threshold.
Illustrative example 3: Both limbs fall short
In another company with total voting power of 2,00,000 votes, demanders hold 18,000 votes and paid-up shares of ₹4,99,000. Their 9% is below 10%, and the paid-up amount is ₹1,000 short of ₹5,00,000. Those demanders do not compel a poll through either limb; the chair’s own-motion power remains separate.
Illustrative example 4: A properly identified coalition
Two eligible demanders hold 6,000 and 4,000 distinct votes out of total voting power of 1,00,000. Their aggregate is 10,000 votes, or 10%. The calculation works only after checking distinct underlying rights, presence and authority; listing the same member twice through different representatives cannot increase the aggregate.
Illustrative example 5: Company without share capital
A company without share capital has 100 total votes on the resolution. Demanders controlling 10 votes meet one-tenth; demanders controlling 9 votes have only 9% and do not meet it. A supposed ₹5 lakh “stake” supplies no alternative statutory test for a company without share capital.
Illustrative example 6: The exact 48-hour boundary
A demand on an ordinary resolution is made at 11:20 a.m. on 23 October 2026. Forty-eight hours expires at 11:20 a.m. on 25 October 2026. Taking that poll at 11:30 a.m. on 25 October is ten minutes late, even though the interval includes a weekend. This timing example does not apply to chair-appointment or adjournment polls, which must be taken forthwith.
Illustrative example 7: Reconcile votes rather than counting papers
The scrutiny schedule has 12,000 valid votes for and 8,000 valid votes against. A duplicate proxy paper representing 2,000 votes is invalid because the member voted personally. Total represented votes on the papers are 22,000; valid votes are 20,000; invalid votes are 2,000. Do not add the duplicate proxy’s votes to the valid tally or infer the applicable resolution-majority rule from this arithmetic alone.
Ten-step verification table
| Step | Verification | Evidence to retain |
|---|---|---|
| 1 | Confirm the meeting’s governing voting framework | Company type, articles, exemptions and e-voting applicability note |
| 2 | Record the demand and its timing against declaration | Signed demand and contemporaneous timestamp |
| 3 | Identify members and validate authority | Member register, attendance, proxy and representation documents |
| 4 | Determine total voting power on the resolution | Entitlement schedule with the correct denominator |
| 5 | Test and document each applicable threshold limb | Unique demanders, aggregate votes and paid-up-share calculation |
| 6 | Classify the question and set the lawful poll time | Forthwith/48-hour analysis and chair’s directions |
| 7 | Appoint scrutinizers and provide required records | Appointment evidence and document handover list |
| 8 | Control MGT-12 issue, custody and ballot-box procedure | Paper register, joint-holder checks, seals and witness record |
| 9 | Reconcile valid, invalid, for and against votes | Signed count schedule and reasons for invalidity |
| 10 | Complete MGT-13 and the chair’s result record | All scrutinizer signatures, submission date, countersignature and declaration |
Sixteen practitioner FAQs
1. Can the chair order a poll without a member demand?
Yes. Section 109 recognises the chair’s own-motion power. A valid qualifying demand creates a separate duty to order one.
2. Must demanders satisfy both the 10% and ₹5 lakh tests?
No for a company with share capital: the limbs are alternatives. Record which one is satisfied instead of rejecting a demand merely because the other fails.
3. Is 10% calculated from members attending?
No. The statute uses total voting power. A room with low attendance does not automatically reduce the statutory denominator.
4. Does ₹5 lakh mean the market value of the shares?
No. It concerns the aggregate paid-up sum on the shares held by the demanding members, subject to the statutory formulation and any higher prescribed amount.
5. Is the paid-up test available without share capital?
No. Section 109 gives that population the one-tenth voting-power route rather than a monetary shareholding alternative.
6. Can members combine their holdings?
Eligible demanding members can be assessed in aggregate. Verify each person’s presence, entitlement and authority and avoid duplicate underlying voting rights.
7. Can a proxy be included automatically?
Only where proxy participation is allowed and authority is valid. The words “where allowed” matter; do not infer entitlement from a person’s physical presence.
8. When should the demand be made?
Section 109 addresses a demand before or on declaration of the show-of-hands result. Preserve the event sequence rather than relying on an undated later letter.
9. Which polls must be taken immediately?
Polls demanded on adjournment of the meeting or appointment of the chair must be taken forthwith. The 48-hour allowance is for other questions.
10. Does a weekend extend the 48-hour period?
The section specifies hours, not working days. A planning schedule should calculate the actual elapsed period and avoid an unsupported business-day extension.
11. May the demand be withdrawn?
The persons who made the demand may withdraw it under section 109(2). Record who withdrew, when, and the resulting procedural position.
12. What is Form MGT-12 used for?
It is the prescribed polling paper under Rule 21. Keep issue, receipt and entitlement records so the paper trail supports the scrutinized vote tally.
13. What happens when the member and proxy both vote?
Where the member who appointed the proxy votes personally, Rule 21 requires the proxy vote to be disregarded. Keep the reason and affected votes in the scrutiny record.
14. How are joint holders handled?
Apply Rule 21’s first-named-holder approach and, in that holder’s absence, the attending joint holder in the folio’s chronological order. Do not issue duplicate voting entitlement for the same holding.
15. When is MGT-13 submitted and who signs?
Rule 21 specifies submission to the chair within seven days from the poll, signed by all appointed scrutinizers where there is more than one. The chair countersigns the report.
16. Does this physical-poll guide replace e-voting or listed-company requirements?
No. Determine those requirements first. Additional voting, result and disclosure rules can apply, and a separate resolution filing obligation is not established merely by preparing MGT-13.
Working-paper organisation
Keep the source documents, calculation and final conclusion together for the same entity and period. If using assurePractice or other assureOffice tools, use only confirmed available functions and retain this evidence with the output.
Conclusion
A valid poll demand depends on entitlement, the correct statutory denominator and timely procedure. Keep the eligibility calculation separate from the ballot tally, and distinguish the deadline to take the poll from the deadline to report its scrutiny.