Understanding the term Chairman as per the Companies Act 2013

The term Chairman is not defined under the Companies Act, 2013 (Act). As per the relevant regulations of Article of Association (AOA) of the Company and relevant Sections casts various powers, obligation and functions for the chairman.

The term Chairman has been defined in the Secretarial Standards (SS) issued by the Institute of Company Secretaries of India which states that Chairman means the Chairman of the Board or the Chairman appointed or elected for a Meeting. The Chairman of the company shall be the Chairman of the Board. If the company does not have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board

Chairman under Companies Act 2013

Election of Chairman (Section 104 (1))

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.

Chairman elected on a show of hands and chairman elected on poll (Section 104 (2))

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 under sub-section (1) 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.

Conclusive evidence of the fact of passing of resolution (Section 107 (1))

A declaration by the Chairman of the meeting of the passing of a resolution or otherwise by show of hands in a general meeting and an entry to that effect in the books containing the minutes of the meeting of the company shall be conclusive evidence of the fact of passing of such resolution or otherwise.

Power to order a poll (Section 109 (1))

Before or on the declaration of the result of the voting on any resolution on show of hands, Power to order a poll on his own motion, and shall be ordered to be taken by him on a demand made in that behalf, by members.

Scrutinisation of the poll process (Section 109 (5))

Power to appoint such number of persons, as he deems necessary, to scrutinise the poll process

Power to regulate the poll (Section 109 (6))

Power to regulate the manner in which the poll shall be taken

Inclusion or non-inclusion of any matter in the minutes (Section 118(6)

The Chairman shall exercise absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the grounds specified in Section 118 (5).

CHAIRMAN UNDER SS-2

• Chairman shall explain absence of any director if he is unable to attend the Meeting. (Para 4.1.1)
• Appointment of chairman  (Para 5.1)
• The Chairman of the Board shall take the chair and conduct the Meeting
• If the Chairman is not present within 15 minutes after the time appointed for holding the Meeting, , the Directors present at the Meeting shall elect one of themselves to be the Chairman of the Meeting. If no Director is present within 15 Minutes, 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
• The Chairman shall ensure that the Meeting is duly constituted in accordance with the Act and the Articles
• The Chairman shall then conduct the Meeting in a fair and impartial manner
• The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting.(Para 5.2)
• The Chairman shall not propose any Resolution in which he is deemed to be concerned or interested (Para 5.3)
• The Chairman shall order a poll upon receipt of a valid demand for poll or his own motion either before or on the declaration of the result of the voting on any Resolution on show of hands. (Para 7.4)
• The Chairman of the Meeting shall have a second or casting vote. (Para 7.6)
• In case of e-voting the Chairman or any other Director so authorised shall countersign the scrutiniser’s report and declare the result of the voting (Para 8.6.1)
• When a poll is demanded on any Resolution, Chairman shall conduct poll (Para 9.1)
• The Chairman shall appoint such number of scrutinisers to ensure that the scrutiny of the votes cast on a poll is done in a fair and transparent manner (Para 9.4)
• The Chairman shall declare the result of the poll within two days of the submission of report by the scrutiniser (Para 9.5.1)
• The Chairman shall ensure that the proceedings of the Meeting are correctly recorded (Para 17.3.1)
• Minutes of a General Meeting shall be signed and dated by the Chairman of the Meeting within thirty days of the General Meeting (Para 17.5.1)