Chairman

Chairman and Companies Act, 1956
The Indian Companies Act does not define the term “Chairman”. However, various Sections of the Act and certain Court decisions proclaim the prominence of Chairman in Company meetings. The position, Chairman is of great importance and he is responsible for the conduct of the meeting. Normally, the court will not interfere with the bona fide decisions of the Chairman of a meeting. If the meeting has been conducted regularly and is not fraudulent to members, the Court will normally accept the Chairman’s decision of the result of the voting as conclusive without further enquiry. Hence, the role of Chairman of a meeting is of very important.
Chairman to the General Meetings of the Company.
Section 175 allows the members of the Company to elect one of them as Chairman of their meeting, only if the Articles of Association not otherwise provided. But, this is only applicable to General Meetings (according to Section 170).  Therefore, in certain circumstances a shareholder can Chair the General Meetings. Usually Companies will take precautions in this regard. Thus, Section 175 deals with Chairman of the general Meetings only.
Regulation 50 allows the Chairman of the Board to preside the general Meetings of the Company. Regulation 51 empowers the Board to elect one among them as Chairman of the meeting. Regulation 52 of Table A provides that, if at any meeting, no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the prescribed time, the members present should choose one among them as the Chairman of the meeting. In such case, if after the election of the Chairman on show of hands, poll is demanded, the elected Chairman should exercise his powers till the poll is taken.
Chairman to Board and Committee Meetings.
It is common that the Articles of Association of Companies may name the Chairman of the meetings of the Board of Directors. Regulations 76 and 78 of Table A provides for it.  Section 292A of the Act provides that, the Chairman of the Audit committee may be a Managing/whole time Director or any other Director. But Clause 49 of the listing agreement insists that Chairman of Audit committee shall be an independent Director and he must have to attend the Annual General Meeting. Only a Director can be the Chairman of the Board meetings and Committee meetings. The Chairman may exclude from the minutes any matter which is defamatory, irrelevant or immaterial or immaterial or which are detrimental to the interests of the Company. This discretion of the Chairman is absolute.
Duties and role of Chairman
1.	He must act bona fide and in the interest of the Company.
2.	He must ensure that the provisions of the Act and the procedures are observed.
3.	He must ensure that the meeting is properly convened and constituted.
4.	He must ensure that sense of meeting is properly ascertained.
5.	Preserve order and the business is properly conducted.
6.	He should take at most care in adjourning the meeting. He does not have power to adjourn the meeting at his own will and pleasure.
7.	He must exercise his casting vote bona fide and in the interest of the Company.
Chairman’s power under Common Law
Chairman is not a concept limited to Companies Act. Common Law also recognize “Chairman’. Common Law bestowed certain powers to Chairman such as:
1.	The power to bring the discussion to a close on any question.
2.	The power to adjourn the meeting, if it is necessary in his openion.
Voting power.
Like any member, Chairman  has an ordinary vote. Besides this, Chairman has a second vote or casting vote. Regulation74(2) of Table A provides that in case of an equity of votes, the Chairman of the Board, if any, shall have a second vote or casting vote. Chairman cannot exercise his casting vote, unless the Articles of Association of the Company specially confer it to him as per the regulation 74(2) of Table A of Schedule I (Nell v. Longbottom, 1894).
Case study
A Chairman, who has been elected by the meting can be removed by the meeting.(the meeting cannot remove the Chairman appointed by the Articles of the Company.
Booth v. Arnold, 1895
It is the duty of the Chairman to preserve order and to take care that the proceedings are conducted in a proper manner and the sense of the meeting ascertained properly
National Dwelling Society v. Sykes (1894)
I is for the Chairman to decide as to the validity of the proxies and his decision will stand unless it was proved to the Court to be wrong
Indian Zoedone Company.
Chairman has no power to stop or adjourn a meeting at his will.
Second Consolidated Trust Limited v. Ceylon Amalgamated Tea and Rubber estates (1943)
He must bow to the majority vote in respect of all matters where he has to take a decision.
Wall v. London and Northern Assets Corporation (1898)
Where the Chairman had once accepted unstamped proxies and objection to the invalid proxy was taken many days after  the meeting it was not sustainable and that the votes cast by proxy holders were accepted to be valid
Marx v. Estat3e and General Investment Limited (1976)
Where there is a serious disorder, the Chairman has an inherent power to adjourn
John v. Rees (1969)
The Chairman may be called upon to decide tricky questions and must decide them to on a fair basis. His decisions are to be taken as prima facie correct
Indian Zoedone Company(1884)
When poll is not demanded, Chairman of meeting is not under  an obligation to order poll and a shareholder who did not demand poll cannot cahllange a resolution subsequently.
JETU Jacques Tara Lalwani v. IBA Printing Inks Limited (1996)
The decision of Chairman of any subject or as to the validity of vote at a meeting are final and binding on the Chairman or his successors at later stage.
Narayanan Chettiar(S.RM.ST) v. Kaleswarar Mills Limited (1951)
If thje Chairman attempts to adjourn the meeting improperly, the meeting may elect another chairman and proceed with.
National Dwelling Society v. Sykes (1894)
When voting takes place by show of hands, the Chairman’s declaration as to the result of voting is a conclusive evidence of the resolution being passd or not
ED Sasoon United Mills (1929)
A Chairman appointed by the meeting may give way to the regular Chairman upon his arrival by vacating the chair. This operates as a virtual resignation since in the absence of specific provision, no special formality is required for Chairman to resign
Cane v. Jones (1981)