Section 104 of Companies Act, 2013 – Chairman of Meeting.
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. If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act and the Chairman elected on a show of hands 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.
- In case of private company – Section 104 shall apply ,unless otherwise specified in respective sections or the articles of the company provide otherwise. – Notification dated 5th June, 2015.
- In case of Specified IFSC Public Company – Section 104 shall apply, unless otherwise specified in the
articles of the company. Notification Date 4th January, 2017.
As per SS-2
The Chairman of the Board shall take the Chair and conduct the Meeting. If the Chairman is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairman of the Meeting, or if no Director has been so designated, the Directors present at the Meeting shall elect one of themselves to be the Chairman of the Meeting. If no Director is present within fifteen Minutes after the time appointed for holding the Meeting, or if no Director is willing to take the Chair, the Members present shall elect, on a show of hands, one of themselves to be the Chairman of the Meeting, unless otherwise provided in the Articles.
If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of the Act and the Chairman elected on a show of hands 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.
The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting.
In case of public companies, the Chairman shall not propose any Resolution in which he is deemed to be concerned or interested nor shall he conduct the proceedings for that item of business.
If the Chairman is interested in any item of business, without prejudice to his Voting Rights on Resolutions, he shall entrust the conduct of the proceedings in respect of such item to any Non -Interested Director or to a Member, with the consent of the Members present, and resume the Chair after that item of business has been transacted.
( Interpretation:- If the Chairman has an interest in any particular item of business being discussed at a meeting, he is still entitled to exercise his voting rights on resolutions related to that item. However, to avoid any potential conflict of interest or perception of bias, the Chairman can choose to temporarily step down from leading the discussion and hand over the conduct of the proceedings for that specific item to another director who does not have any personal interest in the matter. This could also be a Member, with the consent of those present at the meeting. Once the item of business is concluded, the Chairman can resume his role as the leader of the meeting and continue to oversee the remaining items.)
