Procedure
For E-voting by Shareholders Companies Act 2013
Section 108 provides that the
Central Government may prescribe the class or classes of companies and manner
in which a member may exercise his right to vote by the electronic means.
Central Government may prescribe the class or classes of companies and manner
in which a member may exercise his right to vote by the electronic means.
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As per Rule 20(1), every listed company
or a company having not less than 1000 shareholders, shall provide to its
members facility to exercise their right to vote at general meetings by
electronic means. Rule 20(2) amended vide
Notification No. GSR 207(E), dated 19th March, 2015 provides that every company
other than a company referred to in Chapter XB or Chapter XC of the SEBI (ICDR)
Regulations, 2009 having its equity shares listed on a recognised stock
exchange or a company having not less than one thousand members, shall provide
to its members facility to exercise their right to vote on resolutions proposed
to be considered at general meetings by electronic means.
or a company having not less than 1000 shareholders, shall provide to its
members facility to exercise their right to vote at general meetings by
electronic means. Rule 20(2) amended vide
Notification No. GSR 207(E), dated 19th March, 2015 provides that every company
other than a company referred to in Chapter XB or Chapter XC of the SEBI (ICDR)
Regulations, 2009 having its equity shares listed on a recognised stock
exchange or a company having not less than one thousand members, shall provide
to its members facility to exercise their right to vote on resolutions proposed
to be considered at general meetings by electronic means.
A company which provides the facility to its
members to exercise voting by electronic means shall comply with the following
procedure, namely:—
members to exercise voting by electronic means shall comply with the following
procedure, namely:—
(i) the notice of the meeting shall be sent to all
the members’ directors and auditors of the
company either—
the members’ directors and auditors of the
company either—
(a) by registered post or speed post ; or
(b) through electronic means, namely,
registered e-mail ID of the recipient; or
registered e-mail ID of the recipient; or
(c) by courier service;
(ii) the notice shall also be placed
on the website, if any, of the company and of the agency forthwith after it is
sent to the members;
on the website, if any, of the company and of the agency forthwith after it is
sent to the members;
(iii) the notice of the meeting shall
clearly state –
clearly state –
(a) that the company is providing facility for
voting by electronic means and the business may be transacted through such
voting;
voting by electronic means and the business may be transacted through such
voting;
(b) that the facility for voting, either 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 remote evoting shall be able to exercise their right at the
meeting;
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 remote evoting shall be able to exercise their right at the
meeting;
(c) that the members who have cast their vote by
remote e-voting prior to the meeting may also attend the meeting but shall not
be entitled to cast their vote again
remote e-voting prior to the meeting may also attend the meeting but shall not
be entitled to cast their vote again
(iv) the notice shall—
(a) indicate the process and manner
for voting by electronic means;
for voting by electronic means;
(b) indicate the time schedule including the time
period during which the votes may be cast by remote e-voting
period during which the votes may be cast by remote e-voting
(c) provide the details about the login lD;
(d) specify the process and manner for
generating or receiving the password and for casting of vote in a secure manner
generating or receiving the password and for casting of vote in a secure manner
(v) the company shall cause a public
notice by way of an advertisement to be published, immediately on completion of
despatch of notices for the meeting but at least twenty-one days before the
date of general meeting’ 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 country-wide
circulation’ and specifying in the said advertisement, inter alia the following
manners namely:—
notice by way of an advertisement to be published, immediately on completion of
despatch of notices for the meeting but at least twenty-one days before the
date of general meeting’ 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 country-wide
circulation’ and specifying in the said advertisement, inter alia the following
manners namely:—
(a) statement that the business may be
transacted through voting by electronic means;
transacted through voting by electronic means;
(b) the date and time of commencement
of remote e-voting;
of remote e-voting;
(c) the date and time of end of remote
e-voting;
e-voting;
(d) cut-off date;
(e) the manner in which persons who
have acquired shares and become members of the company after the despatch of
notice may obtain the login ID and password.
have acquired shares and become members of the company after the despatch of
notice may obtain the login ID and password.
(f) the statement that—
(A) remote e-voting shall not be allowed
beyond the said date and time;
beyond the said date and time;
(B) the manner in which the company shall
provide for voting by members present at the meeting; and
provide for voting by members present at the meeting; and
(C) a member may participate in the general
meeting even after exercising his right to vote through remote e-voting but
shall not be allowed to vote again in the meeting; and
meeting even after exercising his right to vote through remote e-voting but
shall not be allowed to vote again in the meeting; and
(D) a person whose name is recorded in the
register of members or in the register of beneficial owners maintained by the
depositories as on the cut-off date only shall be entitled to avail the
facility of remote e-voting as well as voting in the general meeting;
register of members or in the register of beneficial owners maintained by the
depositories as on the cut-off date only shall be entitled to avail the
facility of remote e-voting as well as voting in the general meeting;
(g) website address of the company, if
any, and of the agency where notice of the meeting is displayed; and
any, and of the agency where notice of the meeting is displayed; and
(h) name, designation, address, email
id and phone number of the person responsible to address the grievances
connected with facility for voting by electronic means:
id and phone number of the person responsible to address the grievances
connected with facility for voting by electronic means:
Provided
that the public notice shall be placed on the website of the company, if any,
and of the agency;
that the public notice shall be placed on the website of the company, if any,
and of the agency;
(vi) the facility for remote e-voting shall remain
open for not less than three days and shall close at 5.00 p.m. on the date
preceding the date of the general meeting;
open for not less than three days and shall close at 5.00 p.m. on the date
preceding the date of the general meeting;
(vii) during the period when facility for remote
e-voting is provided, 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:
e-voting is provided, 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:
(viii) once the vote on a resolution
is cast by the member, he shall not be allowed to change it subsequently or
cast the vote again;
is cast by the member, he shall not be allowed to change it subsequently or
cast the vote again;
(ix) a member may participate in the general
meeting even after exercising his right to vote through remote e-voting but
shall not be allowed to vote again;
meeting even after exercising his right to vote through remote e-voting but
shall not be allowed to vote again;
(x) at the end of the remote e-voting period,
the facility shall forthwith be blocked:
the facility shall forthwith be blocked:
(xi) If a company opts to provide the same
electronic voting system as used during remote e-voting during the general
meeting, the said facility shall be in operation till all the resolutions are
considered and voted upon in the meeting and may be used for voting only by the
members attending the meeting and who have not exercised their right to vote
through remote e-voting-
electronic voting system as used during remote e-voting during the general
meeting, the said facility shall be in operation till all the resolutions are
considered and voted upon in the meeting and may be used for voting only by the
members attending the meeting and who have not exercised their right to vote
through remote e-voting-
(xii) the Board of Directors shall
appoint one or more scrutiniser, who may be Chartered Accountant in practice,
Cost Accountant in practice, or Company Secretary 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 scrutinize the voting and remote
e-voting process in a fair and transparent manner;
appoint one or more scrutiniser, who may be Chartered Accountant in practice,
Cost Accountant in practice, or Company Secretary 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 scrutinize the voting and remote
e-voting process in a fair and transparent manner;
(xiii) Scrutiniser so appointed may
take assistance of a person who is not in employment of the company and who is
well-versed with the electronic voting system;
take assistance of a person who is not in employment of the company and who is
well-versed with the electronic voting system;
(xiv) the scrutiniser shall be willing
to be appointed and be available for the purpose of ascertaining the requisite
majority;
to be appointed and be available for the purpose of ascertaining the requisite
majority;
(xv) the Chairman shall, at the
general meeting. at the end of discussion on the resolutions on which voting is
to be held, allow voting & as provided in clauses (a) to (h)
of sub-rule (l) of rule 21, as applicable, with the assistance of scrutinizer,
by use of ballot or polling paper or by using an electronic voting system for
all those members who are present at the general meeting but have not cast
their votes by availing the remote e-voting facility.
general meeting. at the end of discussion on the resolutions on which voting is
to be held, allow voting & as provided in clauses (a) to (h)
of sub-rule (l) of rule 21, as applicable, with the assistance of scrutinizer,
by use of ballot or polling paper or by using an electronic voting system for
all those members who are present at the general meeting but have not cast
their votes by availing the remote e-voting facility.
(xvi) the scrutiniser shall,
immediately after the conclusion of voting at the general meeting, first count
the votes cast at the meeting, thereafter unblock the votes cast through remote
e-voting in the presence of at least two witnesses not in the employment of the
company and make, not later than three days of conclusion of the meeting, a
consolidated scrutiniser’s report of the total votes cast in favour or against,
if any, to the Chairman or a person authorised by him in writing who shall
countersign the same. Provided that the Chairman or a person authorised by him
in writing shall declare the result of the voting forthwith; Explanation.-
immediately after the conclusion of voting at the general meeting, first count
the votes cast at the meeting, thereafter unblock the votes cast through remote
e-voting in the presence of at least two witnesses not in the employment of the
company and make, not later than three days of conclusion of the meeting, a
consolidated scrutiniser’s report of the total votes cast in favour or against,
if any, to the Chairman or a person authorised by him in writing who shall
countersign the same. Provided that the Chairman or a person authorised by him
in writing shall declare the result of the voting forthwith; Explanation.-
(xvii) It is hereby clarified that the
manner in which members have cast their votes, that is, affirming or negating
the resolution, shall remain secret and not available to the Chairman’
Scrutiniser or any other person till the voles are cast in the meeting.
manner in which members have cast their votes, that is, affirming or negating
the resolution, shall remain secret and not available to the Chairman’
Scrutiniser or any other person till the voles are cast in the meeting.
(xviii) For the purpose of ensuring
that members who have cast their votes through remote e-voting do not vote
again at the general meeting, the scrutiniser shall have access, after the
closure of period for remote e-voting and before the start of general meeting,
to details relating to members, such as their names, folios, number of shares
held and such other information that the scrutiniser may require, who have cast
votes through remote e-voting but not the manner in which they have cast their
votes:
that members who have cast their votes through remote e-voting do not vote
again at the general meeting, the scrutiniser shall have access, after the
closure of period for remote e-voting and before the start of general meeting,
to details relating to members, such as their names, folios, number of shares
held and such other information that the scrutiniser may require, who have cast
votes through remote e-voting but not the manner in which they have cast their
votes:
(xix) Scrutiniser 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 members, number of shares held by them, nominal value of such shares
and whether the shares have differential voting rights;
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 members, number of shares held by them, nominal value of such shares
and whether the shares have differential voting rights;
(xx) the register and all other papers relating to
voting by electronic means shall remain in the safe custody of the squtiniser
until the Chairman considers, approves and signs the minutes and thereafter,
the scrutiniser shall hand over the register and other related papers to the
company.
voting by electronic means shall remain in the safe custody of the squtiniser
until the Chairman considers, approves and signs the minutes and thereafter,
the scrutiniser shall hand over the register and other related papers to the
company.
(xxi) the results declared along with
the report of the scrutiniser shall be placed on the website of the company, if
any, and on the website of the agency immediately after the result is declared
by the Chairman:
the report of the scrutiniser shall be placed on the website of the company, if
any, and on the website of the agency immediately after the result is declared
by the Chairman:
(xxii)in case of companies whose
equity shares are listed on a recognised stock exchange, the company shall,
simultaneously, forward the results to the concerned stock exchange or
exchanges where its equity shares are listed and such stock exchange or
exchanges shall place the results on its or their website.
equity shares are listed on a recognised stock exchange, the company shall,
simultaneously, forward the results to the concerned stock exchange or
exchanges where its equity shares are listed and such stock exchange or
exchanges shall place the results on its or their website.
(xxiii)subject to receipt of
requisite number of votes, the resolution shall be deemed to be passed on the
date of the relevant general meeting. Requisite number of votes shall be the
votes required to pass the resolution as the ordinary resolution or the special
resolution, as the case may be, under section 114 of the Act.
requisite number of votes, the resolution shall be deemed to be passed on the
date of the relevant general meeting. Requisite number of votes shall be the
votes required to pass the resolution as the ordinary resolution or the special
resolution, as the case may be, under section 114 of the Act.
(xxiv) a resolution proposed to be
considered through voting by electronic means shall not be withdrawn.
considered through voting by electronic means shall not be withdrawn.
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