Sections 107, 108, 109 and 110 of Companies Act 2013: Voting, E-Voting, Poll and Postal Ballot
Sections 107 to 110 of the Companies Act, 2013 form an important part of the statutory framework governing how members vote on resolutions. They deal respectively with voting by show of hands, voting through electronic means, demand for poll and postal ballot. The provisions must be read with the Companies (Management and Administration) Rules, 2014, as amended.
Updated: 17 September 2026
Section 107 - Voting by show of hands
Meaning: A show of hands is the ordinary meeting-room method in which each member present indicates a vote by raising a hand. Section 107 applies unless a poll is demanded under Section 109 or voting is carried out electronically.
Section 107(1): At a general meeting, a resolution put to vote is decided on a show of hands unless a poll is demanded under Section 109 or voting is carried out electronically.
Section 107(2): The Chairman's declaration that a resolution has passed or otherwise on a show of hands, together with the corresponding entry in the company's minute books, is conclusive evidence of that fact.
Where the statutory e-voting framework applies, voting by show of hands is displaced for the relevant resolutions. MCA has specifically clarified this interaction between Section 107 and Rule 20.
Section 108 - Voting through electronic means
Meaning: Section 108 empowers the Central Government to prescribe the classes of companies and the manner in which members may exercise voting rights electronically.
Rule 20 of the Companies (Management and Administration) Rules, 2014 contains the detailed e-voting procedure. In broad terms, the rule requires every company whose equity shares are listed on a recognised stock exchange and every company having not less than 1,000 members to provide the prescribed electronic voting facility, subject to the exemptions and conditions contained in the rule.
The current Rule 20 framework includes remote e-voting and voting at the general meeting through an electronic voting system. It also regulates matters such as the cut-off date, notice, voting period, scrutiniser, counting and declaration of results.
Section 109 - Demand for poll
Meaning: A poll is a voting method in which voting strength is counted according to the voting rights attached to the member's shares or other applicable voting entitlement, rather than merely counting hands.
When a poll may be ordered: Before or on declaration of the result of voting by show of hands, the Chairman may order a poll on his own motion and must order it when a valid demand is made.
Company having share capital: The demand may be made by members present in person or by proxy, where allowed, having at least one-tenth of the total voting power or holding shares on which an aggregate sum of at least Rs. 5 lakh, or such higher prescribed amount, has been paid up.
Other company: The demand may be made by member or members present in person or by proxy, where allowed, having at least one-tenth of the total voting power.
Timing: A poll concerning adjournment of the meeting or appointment of the Chairman must be taken forthwith. A poll on another question must be taken within 48 hours of the demand, at the time directed by the Chairman.
Scrutiny and result: The Chairman appoints the necessary scrutiniser or scrutinisers and regulates the poll subject to the Act and Rules. The poll result is treated as the decision of the meeting on that resolution.
Section 110 - Postal ballot
Meaning: Postal ballot is a statutory mechanism for obtaining members' assent or dissent without requiring the business to be voted upon only by physical attendance at a general meeting. Under the Rules, postal ballot includes voting by post or through electronic means.
Section 110(1)(a): Business prescribed by the Central Government is required to be transacted by postal ballot, subject to the statutory proviso.
Section 110(1)(b): A company may transact other eligible business by postal ballot instead of at a general meeting, except ordinary business and business in respect of which directors or auditors have a right to be heard at a meeting.
Proviso: An item otherwise required to be transacted by postal ballot under clause (a) may be transacted at a general meeting by a company required to provide e-voting under Section 108, in the manner provided by that section.
Section 110(2): Where the requisite majority assents to a resolution by postal ballot, the resolution is deemed duly passed at a general meeting convened for that purpose.
Rule 22 of the Companies (Management and Administration) Rules, 2014 prescribes the procedure for conducting business through postal ballot, including notice, voting period, publication requirements, scrutiniser and declaration of results. Companies should apply the latest version of the Rules and applicable MCA circulars when conducting a postal ballot.
How Sections 107, 108, 109 and 110 work together
Section 107 provides the basic show-of-hands rule but expressly yields where a poll is demanded or electronic voting is used. Section 108 creates the statutory basis for prescribed e-voting. Section 109 provides the poll mechanism where show-of-hands voting is applicable. Section 110 provides a separate mechanism for postal ballot and, after the 2018 amendment, expressly permits specified postal-ballot business to be transacted at a general meeting by a company required to provide e-voting under Section 108.
For listed companies, the Companies Act and Rules should also be read with applicable SEBI requirements, including Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
Official legal resources
For compliance or professional use, verify the latest text of the Act, Rules, notifications and circulars from official Government sources before acting.
Companies Act, 2013 - Ministry of Corporate Affairs
MCA notification substituting Rule 20 on voting through electronic means