Section 108 of Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 states voting through electronic means
The Companies required to mandatory provide e-voting facility under the act are as follows:
- Every listed company
- Company having not less than one thousand shareholders
MCA vide General Circular No.20/2014 clarified that in case a Company is not mandated to adopt evoting process or if it voluntarily decides to give its shareholders the e-voting facility then in such cases the whole procedure specified under Rule 20 shall be applicable to such Company in order to maintain uniformity.
The companies which opt to provide the e-voting facility to its members to exercise their votes at any general meeting by shall follow the procedure as stated below:
♣ Procedure for E-voting if Voluntarily opted by Companies
- Notices of the meeting shall be sent to all the members, auditors of the company, or directors either by registered post, speed post, e-mail id
- Notice shall also be placed on the website of the company, if any
- 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.
- Notice shall clearly indicate the process and manner for E-voting 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.
- Company shall cause an advertisement to be published, not less than five (5) days before the date of beginning of the voting period, at least once in a vernacular newspaper and at least once in an English newspaper having a wide circulation in that district, about having sent the notice of the meeting and specifying therein, the following matters, namely:
- Statement that the business may be transacted by electronic voting;
- Date of completion of sending of notices;
- Date and time of commencement of voting through electronic means;
- Date and time of end of voting through electronic means
- 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; and
- Contact details of the person responsible to address the grievances connected with the electronic voting;
- E-voting shall remain open for not less than one (1)day and not more than three (3) days:
Provided that in all such cases, such voting period shall be completed three days prior to the date of the general meeting
- 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:
Provided that once the vote on a resolution is cast by the shareholder, he shall not be allowed to change it subsequently.
- At the end of the voting period, the portal where votes are cast shall forthwith be blocked.
- Board of directors shall appoint one scrutinizer,
Who can be a scrutinizer?
- A 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.
Provided that the scrutinizer so appointed may take assistance of a person who is not in employment of the company and who is well-versed with the e-voting system
- Scrutinizer shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority.
- Scrutinizer shall, within a period of not exceeding three (3) 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 and make a scrutinizer’s report of the votes cast in favour or against, if any, forthwith to the Chairman.
- Scrutinizer shall 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.
- Register and all other papers relating to e-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.
- The results declared along with the scrutinizer’s report shall be placed on the website of the company, if any and on the website of the agency within two days of passing of the resolution at the relevant general meeting of members.
- Subject to receipt of sufficient votes, the resolution shall be deemed to be passed on the date of the relevant general meeting of members.
Disclaimer: The views or opinions expressed herewith have been prepared on the basis of relevant provisions and as per the information existing at the time of preparation. Though utmost efforts has made to provide authentic information, it is suggested that to cross-check with the relevant sections, rules under the Companies Act, 2013.
Author of the article: Monica Thakur, B.Com (Comp.), Company Secretary (CS)
For any queries pertaining to the matter above the author can be reached at [email protected]