CS M. Kurthalanathan

FAQs on e-voting under Companies Act, 2013 &  Companies (Management and Administration) Rules, 2014

FAQs on e-voting:

Q1. What is e-voting?

As per rule 20 of Companies (Management and Administration) Rules, 2014, ‘‘voting by electronic means’’ or ‘‘electronic voting system’’ means a ‘secured system’ based process of display of electronic ballots, recording of votes of the members and the number of votes polled in favour or against, such that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralized server with adequate ‘cyber security’;

Q2.To whom e-voting is applicable?

  • Every listed company or
  • a company having not less than one thousand shareholders,

shall provide to its members facility to exercise their right to vote at general meetings by electronic means.

Q3.What is the procedure to be followed by the company?

Dispatch the notice:

The notices of the meeting shall be sent to all the members, auditors of the company, or   directors either –                  

(a) by registered post or speed post ; or

(b) through electronic means like registered e-mail id;

 (c) through courier service

 The company shall mention the internet link of e-voting platform in the notice.

 Place the notice on the website of the company:

The notice shall also be placed on the website of the company, if any and of the agency forthwith after it is sent to the members.

Mention the business to be transacted:

 The notice of the meeting shall clearly mention that the business may be transacted through electronic voting system and the company is providing facility for voting by electronic means.

Indicate the process and manner of voting:

The notice shall clearly indicate the process and manner for voting by electronic means and the time schedule including the time period during which the votes may be cast and shall also provide the login ID and create a facility for generating password and for keeping security and casting of vote in a secure manner

Publish an advertisement:

The company shall publish an advertisement, not less than five days before the date of beginning of the voting period, at least;

once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and

once in English language in an English newspaper having a wide circulation in that district, about having sent the notice of the meeting and specifying therein, inter alia, with the following particulars;

Particulars of advertisement:

  • statement that the business may be transacted by e- voting;
  • the date of completion of sending of notices;
  • the date and time of commencement of voting through electronic means;
  • the date and time of end of voting through electronic means;
  • the statement that voting shall not be allowed beyond the said date and time;
  • website address of the company and agency, if any, where notice of the meeting is displayed
  • contact details of the person responsible to address the grievances connected with the e-voting.

 Q4. What is the duration of e-voting period?

The e-voting shall remain open for not less than one day and not more than three days.

In all such cases, such voting period shall be completed three days prior to the date of the general meeting.

Q5. Whether shareholders holding shares in dematerialized form only eligible to caste vote electronically?

During the e-voting period, shareholders of the company, holding shares either in physical form or in dematerialized form, as on the record date, may cast their vote electronically.

Q6. Whether change is allowed after casting vote electronically?

No,once the vote on a resolution is cast by the shareholder, he/she shall not be allowed to change it subsequently.

Q7. When the portal will be blocked?
At the end of the voting period, the portal where votes are cast shall forthwith be blocked.

Q8.Who can be appointed as a Scrutinizer?

The Board of directors shall appoint one scrutinizer, who may be;

  • Chartered Accountant in practice,
  • Cost Accountant in practice, or
  • Company Secretary in practice or
  • an advocate,

but not in employment of the company and is a person of repute who, in the opinion of the Board can scrutinize the e-voting process in a fair and transparent manner.

Q9. What are the duties of Scrutinizer?

The Scrutinizer shall;

  • Take assistance of a person who is not in employment of the company and who is well-versed with the e-voting system.
  • available for the purpose of ascertaining the requisite majority
  • within a period of not exceeding three working days from the date of conclusion of e-voting period, unblock the votes in the presence of at least two witnesses not in the employment of the company.
  • make a scrutinizer’s report of the votes cast in favour or against, if any, forthwith to the Chairman.
  • maintain a register either manually or electronically to record the assent or dissent, received, mentioning the particulars of name, address, folio number or client ID of the shareholders, number of shares held by them, nominal value of such shares and whether the shares have differential voting rights.
  • Keep the register and all other papers relating to electronic voting shall remain in the safe custody of the scrutinizer until the chairman considers, approves and signs the minutes and thereafter, the scrutinizer shall return the register and other related papers to the company.

Q10. What are the details to be placed on the website of the company after e-voting?

The results declared along with the scrutinizer’s report shall be placed on the website of the company and on the website of the agency within two days of passing of the resolution at the relevant general meeting of members.

Q11. Who are providing e-voting services ?

Particulars Agency-1 Agency-2
Name of the agency NSDL CDSL ventures ltd (CVL)
Website Id evoting.nsdl.com http://www.evotingindia.com/
E-mail Id Helpdesk@nsdl.co.in ; evoting@nsdl.co.in helpdesk.evoting@cdslindia.com.

Q12. What are the steps to be taken by the company for e-voting ?

  • The company   through its Register and Transfer Agent (RTA) will set up the e-voting schedule on the website and upload the resolutions on which voting is required and generate the Electronic Voting Sequence Number (EVSN) / Electronic Voting Even Number.(EVEN)
  • The Company will then upload the Register of Members in the specified file format.
  • CDSL/NSDL will generate the password for each shareholder and print the same in a secured manner, which is to be sent to all the shareholders.
  • The company will then communicate the password, EVSN /EVEN and the procedure for e-voting along with the notice of resolution to all the shareholders.
  • After the voting period is over, the e-voting system will provide to the scrutinizer, a report containing the shareholder wise details of vote done, for the records of the company.

Q13. What are the steps to be taken by the shareholders for e-voting?

  • The shareholders can login to the e-voting system using their user –id (i.e,demat account number/folio number),PAN and password.
  • After logging in, demat shareholders will have to confirm their personal details and compulsorily change their password. This password can be used by demat shareholders for voting on resolutions of any other company in which they are eligible to vote.
  • During the voting period, the shareholders can visit the e-voting website and select the relevant   EVSN/EVEN/company for voting.
  • Shareholders can view the detailed resolutions on the website and cast their vote available for voting

Q14. What are the advantages of e-voting to the company/RTA?

  • Reduction in cost and paperwork.
  • No need to store physical ballot papers.
  • Accurate counting of votes.
  • Declaration of results in a very short time.
  • No need to verify the signatures.

Q15. What are the advantages of e-voting to the shareholders?

  • Voting can be done from anywhere.
  • Sufficient time will be available for voting as it can be casted even on the last day.
  • Voting can be done for different companies at the same time.
  • Increase of transparency
  • Increase of participation in the decision making process

Q16. What are the disadvantages of e-voting?

  • There may be a chance of misuse of user Id and Password of the shareholders, if it is fallen into wrong hands.
  • Lack of awareness among the shareholders about the new process of e-voting
  • It has to be ensured that the entire process of e-voting is not subject to any kind of manipulation.
  • Correct Data of Shareholders will have to be provided by the Registrar and Share Transfer Agents or the Company to the agency providing e-voting platform otherwise a shareholder may not get his user Id and password and thus may not be able to cast his vote.
  • No option is available to the shareholders to modify the casted vote.

Q17. When the provision of e-voting will be applicable to the company?

As section 108 of the Companies Act, 2013 and the corresponding rules are made effective from 1st April 2014, e-voting facility should be provided by the companies from the current Annual General Meeting. (i.e., AGM for FY 2013-14).

As per SEBI’s recent circular dated April 17,2014, e-voting will be applicable to the listed companies with effect of 1st October 2014.(Clause 35 B of Listing Agreement).

Q18. Whether Postal ballot option is also to be provided in addition to e-voting?

The company has to provide e-voting facility to its shareholders, in respect of all shareholders’ resolutions, to be passed at General Meetings or through postal ballot.

The company shall continue to enable those shareholders, who do not have access to e-voting facility, to send their assent or dissent in writing on a postal ballot as per the provisions of the Companies (Management and Administration) Rules, 2014 or amendments made thereto.

Q19. Whether e-voting is mandatory for Private companies?

No, for private companies e-voting is not mandatory.

Q20. What are the changes in the provisions of e-voting?

Companies Act,1956/ SEBI circular Companies Act,2013 & Rules 2014
There is no provision for e-voting under Companies Act,1956. Sec.108 of the Companies Act,2013 and the corresponding rules   deals with the voting through electronic means . 

 

 

As per SEBI’s recent circular dated April 17,2014, The issuer agrees to provide e-voting facility to its shareholders, in respect of all shareholders’ resolutions, to be passed at General Meetings or through postal ballot.Issuer shall continue to enable those shareholders, who do not have access to e-voting facility, to send their assent or dissent in writing on a postal ballot as per the provisions of the Companies (Management and Administration) Rules, 2014 or amendments made thereto As per Companies (Management and Administration) Rules, 2014,Every listed company or a company having not less than one thousand shareholders, shall provide to its members facility to exercise their right to vote at general meetings by electronic means.
As per the amended Clause 35B of the listing agreement, such e-voting facility shall be kept open for not less than one day and not more than three days   for shareholders to send their assent or dissent. As per the Rules, the e-voting shall remain open for not less than one day and not more than three days.In all such cases, such voting period shall be completed three days prior to the date of the general meeting.
There is no provision for publishing an advertisement in the newspaper for e-voting under Companies Act,1956. The company shall publish an advertisement , not less than five days before the date of beginning of the voting period, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having a wide circulation in that district, about having sent the notice of the meeting and specifying therein related matters
The Company shall mention the Internet link of such e-voting platform in the noticeto their shareholders. The Company shall place the notice on the website of the company, if any and of the agency forthwith after it is sent to the members.
The revised Clause 35B would be applicable to all listed companies, w.e.f October 1, 2014 and the modalities would be governed by the provisions of Companies (Management and Administration) Rules, 2014 The relevant Section 108, voting by electronic means and corresponding rules are notified and effective from April 01,2014.
The Company shall utilize the service of any one of the agencies providinge-voting platform, which is in compliance with conditions specified by the Ministry of Corporate Affairs, Government of India, from time to time There is no such provision

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