E-Voting Mechanism under Companies Act, 2013

1. Section 108

As per this section CG may prescribed the class or classes of Companies and mechanism in which members may exercise his voting by electronics means.

2. Rule 20 of Companies (Management and Administration) Rules, 2014

Applicable on which type of meeting Rule 20(1)

On General meeting for which notices are issue on or after the commencement of this rule.

Applicable on which company Rule 20(2)

1. Every Listed Company;

2. Every Company having not less than 1000 Members;

Proviso to Rule 20(2)

1. Nidhi Company; or

2. Enterprise or institutional investor referred to in chapter XB or chapter XC of the SEBI (ICDR) Regulations 2009 is not required to provide the facility to vote by electronic means.

Voting by members Rule 20(3)

Members exercise his right to vote through electronic means and thereafter company shall resolution in accordance with the normal provisions of the Act.

Prior requirements of E-Voting Rule 20(4)

1. A notice of the meeting shall be sent to all the members, directors, auditors of the Company either-

a. by registered post;

b. through email;

c. by courier

2. Notice shall also be placed on the website of the company;

3. Contents of the meeting;

a. Notice shall states that the company is providing facility of e-voting system and business may be transacted through such voting;

b.  facility for voting, through electronic voting system or ballot or polling paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by e-voting shall be able to exercise their right at the meeting;

c. the members can cast in remote e-voting and can attend the meeting but cannot vote at the meeting.

4. Notice shall-

a. states the process and manner for voting may by electronic means;

b. Time period during which the votes may be cast by remote e-voting;

c. Login ID details;

d. Generating or receiving the password and for casting of  vote in a secure manner;

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5. at least 21 days before the days before the date of general meeting-

a. at least once in a vernacular newspaper in the vernacular language of the district in which the registered office of the company is situated and having a wide circulation in that district; and

b. at least once in English language in an English newspaper having country-wide circulation and specifying in the said advertisement inter alia.

The following manners namely:-

1. Statement that business may be transacted through E-Voting;

2. The time schedule of the e-voting;

3. End time of the meeting;

4. cut-off

5. the manner for obtaining e-mail ID and Password;

f. A statement that-

1. Beyond the specified time the remote e-voting shall not be allowed;

2. Manner for providing e-voting facility to the member presents at the meeting;

3. even if the member exercise his vote through e-voting then member may also participate in the meeting but he cannot vote at the meeting;

4. members whose name mentioned in the Register of Members may avail the facility through remote e-voting or E-voting at the meeting.

5. website address of the Company;

6. Particulars of person responsible to address the grievances connected with facility for voting by emails.

Time of e-voting facility

6. remote e-voting shall remain open for not less than thee days and shall close at 5.00 p.m. on the date Preceding the date of the general meeting;

Eligible members

7.  the members of the company, holding shares either in physical form or in dematerialised form, as on the cut-off date, may opt for remote e-voting;

Vote shall not be changed once the vote casted on any resolution;

End of e-voting

8. At the end of the remote e-voting period, the facility shall be blocked.

Provided that if the e-voting facility provided by company at the General meeting, the said facility shall remain in operation till the resolutions are considered and voted upon in the meeting.

Only those members who entitled to vote at the meeting and have not voted during remote e-voting.

Appointment of scrutinizer

The BOD shall appoint one or more scrutinizer,

The scrutinizer may be CA in Practice, CWA in practice, CS in practice or an Advocate, or any other person who is not in employment of the company and is a person of repute who, in the opinion of the Board can scrutinse the voting and remote e-voting in a fair and transparent manner.

Function of Scrutinizer

After conclusion of the meeting, the scrutinizer shall-

a. First count the votes cast at the meeting;

b. unblock the votes cast through remote e-voting in presence of at least 2 witnesses not in the employment of the Company, not later than three days of conclusion of the meeting, a consolidated scrutinizer’s report of the total votes cast ln favor or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same:

Declaration of result

The result shall be declare by the chairman or person authorized.

Register to be maintained by the scrutinizer

He shall maintain either electronically or manually a register to record-

a. the assent or dissent received,

b. mentioning the particulars of name, address, folio number or client ID of the members,

c. number of shares held by them, nominal value of such shares

d. and whether the shares have differential voting rights;

All the documents and register shall be in the custody of the scrutinizer

It shall remain in the safe custody of the scruitniser until the Chairman considers, approves and signs the minutes and there after, the scrutiniser shall hand over the register and other related papers to the company.

Result of the voting shall be on the website of the company

Result along with the report of the scrutinizer shall be placed on the website of the company.

In case company is listed the same shall be forward the result to the concerned stock exchange or exchanges and stock exchange shall place the same on its website.

Resolution when passed?

The resolution shall be deemed to be passed on the date of the relevant general meeting if requisite has been received.

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