Every Listed Company and the Company having 1000 Members or more (other than Nidhi Companies and Company registered under Chapter XB & XC of SEBI ICDR Regulations) is required to conduct Voting Electronically (through E-means) on every Resolution except items specified under Rule 22(16) of The Companies (Management and Administration) Rules 2014.
Section 108 read with Rule 20 of The Companies (Management and Administration) Rules 2014 deals with the voting through E-means (also known as E-voting, Internet voting or Online voting).
TERMINOLOGIES USED UNDER THE ACT
Cut-off date: It is the Date maximum 7 days before Physical General Meeting to determine eligibility to vote by e-means(e-voting) and in the physical general meeting(voting by Ballot Papers or Polling Papers).
E-Means:- It includes “Remote e-voting” and Voting at General meeting by the same mode as used in remote e-voting through “E-voting system”.
Remote E-voting:- Voting by E-means from a place other than the venue decided for the General Meeting.
E-voting System:- A “secured system” for casting & recording of votes in a manner that each of the votes gets registered & Counted.
Secured System”- It is the system secured from unauthorized use, reliable and suited for performing the E-voting.
PROCEDURE FOR E-VOTING
Step 1: Obtain Prior Consent of the Scrutinizer.
Step 2: Appoint an RTA/Depositories Agency for e-voting.
Step 3: Decide a Cutoff date for sending of notice to shareholders.
Step 4: Decide calendar of event.
Step 5: Conduct Board meeting and approve the following:
a) Appointment of Scrutinizer.
b) Approval of Notice of General Meeting
Step 6: Printing and dispatching the Notice , and the Notice shall be given to every Member, Director and the Auditor by way of Speed or ordinary Post , E-means or by the Courier service , the notice shall also to be place on the website of the company (if any) simultaneously , and shall clearly mention the following:-
i. Date of General Meeting.
ii. Cut-off date.
iii. That the company is providing facility to vote through E-means (Remote e-voting) , by Ballot and Polling papers at the General Meeting.
iv. Members already casted their votes by remote e-voting can attend the General Meeting but can’t cast their votes at the general meeting.
v. Process and timelines of e-voting.
vi. How to vote electronically including Login I.D and Generation of Password.
Step 7: Publish the Advertisement in the newspaper atleast 21 days before General Meeting, one in English newspaper having country-wide circulation and ther in vernacular language having District-wide circulation in the district where the registered office of the company is situated , indicating the following:-
I. Date, time, venue of the General Meeting.
II. Cut-off date.
III. Manner of obtaining Login I.D and Password.
IV. Members whose name is registered under the Register maintain by the Depositories as on cut-off date can participate.
V. Website of the Company (if any).
VI. Name, designation, Phone Number and Email I.D of the Person concerned for the Grievance Redressal.
Step 8: Commencement of the Remote E-voting , the same shall be kept open for minimum of 3days & Close @ 5:00 P.M on the day before the General Meeting
Step 9: Voting at the General Meeting by Ballot Paper or Polling Paper (Not by the Show of Hands)
Step 10: Scrutinizer shall declare the result ASAP after the Conclusion of voting at the General Meeting but not later than 3 days thereof , provided the scrutinizer shall first count the votes casted in General Meeting and thereafter the Votes casted by Remote E-voting , in the presence of atleast 2 witness who are not in the employment of the company.
Step 11: Scrutinizer shall hand over the registers maintained for recording the assent or dissent received including the Name, address, folio No. & Client I.D, to the Chairman.
Step 12: Upload the results on the website of the Company (if any).
Step 13 Submission of results to the concerned stock exchange if the company is listed
TIMELINES OF E-VOTING
|Sr. No||Event||Simultaneous Activities||Dates|
|0||1. Prior Consent of Scrutinizer 2. Appoint an agency for evoting 3. Decide cut-off date for sending of notice to shareholders 4. Decide calendar of event.||X|
|1||1. Board Meeting 2. Appointment of Scrtuinizer 3. Approval of Notice for Postal Ballot||Actual|
|2||Completion of Printing of notice||File an application for activating/obtaining EVSN to NSDL/CDSL/evoting agency||any time after board meeting but before starting of E-voting) Obtain details of shareholders from RTA for dispatch of notices as on cutoff date|
|3||Completion of Dispatch of Notice of Postal Ballot and approval to printer for release of advertisement for completion of dispatch||At any time after printing of notice|
|4||Publishing of advertisement w.r.t. E-voting in the newspaper||–||x-21|
|5||Commencement of Remote Evoting||x-3|
|6||Closure of Remote E-Voting||x-1(@ 5 P.M)|
|7||Voting At General Meeting||Actual|
|8||Last Date of Submission of Report by the Scrutinizer||Any time after Conclusion of e-voting but not later than 3 days thereof|
|9||Date of Announcement of Results at registered office||Date of General Meeting + 3 days|
|10||Submission of results to Stock Exchange (if company is listed) and uploading the results on website of the Company (if any)||Any time after declaration of results|