14.

36

E-VOTING
Corporate Laws
Meaning
E-voting casting of votes by shareholders in an
electronic system which enables display, electronic form by
recording and
registry of votes causing a
the resolution. secured
E-voting includes Remote e-voting.
Remote e-voting the facility
of casting vote by member using
from a place other than venue of an
electronic
general meeting. voting ystem
Eligibility for E-voting Facility
Every listed company
and
Every company having 1000 or more shareholders.
Nidhi and enterprise or institutional investor as defined
by SEBI (issue of
disclosure requirement) Regulation, 2009 not canital
to required provide e-voting facility and
Procedure for E-Voting
1. Notice of the meeting sent
to all members, auditors and directors of the
company
placed on website of company
placed on website of agency approved by MCA.
2. Notice must mention that

Company providing e-voting facility

Those who already cast vote by Remote
e-voting can attend meeting but cannot
do so again at general meeting.
Those not able to caste vote
Remote e-voting can do so at the
by
The process and manner of voting, including details about login ID.
meeting
Time schedule of e-voting including Remote e-voting.
3. On dispatch
of Notices, but atleast 21 days before date of
company should Advertise in a Vernacular and English
general meeting.
circulation
Newspaper having wide
The business to be transacted
Cut off date to determine eligibility of members to vote by electronic means.
Time schedule of
Remote evoting
Remote e-voting to be open for atleast 3 and to close at 5 PM,
days on the day
preceding the date of general meeting.
Details of persons to address
grievances.
4. Appointment by BOD of a person not in employment of company as Scrutinizer.
5. Scrutinizer, after voting at the general meeting is complete, has to
Count votes cast at the
meeting.
Unblock votes cast
earlier, in the presence of 2 witnesses.
Make a consolidated Form
report of votes cast for and against the resolution n
No. MGT.13 to the
Chairman, and
Keep all papers and
register pertaining to voting (both electronic or manua insa
custody till Chairman
approves
report.
6. Ifsufficient votes are cast in favour of the resolution, the resoluon
to be passed on the
date of general
7.
meeting.
Declared Result along with website
Scrutinizer is Report to be placed
of the
company, as well as the Recognized Stock Exchange on whom on d
of the company are listed. tne
 Company;
ection of a small shareholders' director;
of the whole or
substantially the whole of an
undertaking of a com-
giving loans or extending
guarantee or providing security in excess
imit specified under Sec.
186(3). of
Any aforesaid items of business
ballot, may be transacted at a required to be transacted by means of
to provide the general meetingby a company which is postal
in the facility to members to vote by electronic means underrequired
manner provided in that Sec. 108,
Section.
Note: One
Person Companies and other
two hundred
are not
companies having members up to
required
to transact any business through postal ballot.
VOTING THROUGH ELECTRONIC MEANS
Byvirtue of Sec.108, the
(E-VOTING
Central Government has prescribed the class of
and manner in which member may exercise his companies
right of vote by electronic means.
This provision was
introduced to ensure wider shareholders
decision making. E-voting includes participation in the
remote e-voting and e-voting at the venue
of the meeting. Rules
relating to voting through electronic means are specifñed in
Rule 20 of the Companies
(Management and Administration) Rules, 2014. These
rules shall be applicable to General
Meetings.
1. Which Companies to Provide
Facility of E-voting: Every company which
has listed its equity shares on a
recognized stock exchange and every com
pany having 1000 or more members shall provide to its members facility
186
UNIT IV: CcOMPANY MEETINGS

toexercise their right to vote on resolutions

proposed to be consid..
general meeting by electronic means.
2. A member
may exercise his right to vote through voting by
sidered ata
on electroronic means
resolutions and the company shall pass such resolutions
with the in:
3.
provisions of this rule.
Procedural Requirements for E-voting: A company which
accordanc
facility of voting provia.
by electronic means shall comply with the
followine
dure, namely:
(a) the notice of the
meeting shall be sent to all the members, directors
auditors of the company either San
) by registered post or speed post; or
(i) through electronic means, namely, registered e-mail ID of
recipient; or +

(ii) by courier service;

(6) the notice shall also be placed on the website of the
agency (NSDL, CDSL, Karvy) involved. company and os
Note: MCA may authorise
any agency to facilitate
Karvy are authorised agencies providing electronice-voting. NSDL, Cc
electronic voting. platform to faci
c)the notice of the meeting shall clearly state
() that the company is
and the business may providingfacility forvoting by electronic=
be transacted
through such voting;
(i) thatthe facility for voting, shall also be made
available at the
ing and members attending the
their vote by remote meeting who have not alreac
at the meeting;
e-voting shall be able to exercise thei.
(iii) that the members who have cast their
vote by remote e-
prior to the meeting may also attend the
entitled to cast their vote again; meeting but shall
(d) the notice shall
()indicate the process and manner for e-voting
(in) indicate the time schedule including the time
the votes may be cast by remote e-voting
period during
(iin) provide the details about the login ID;
(iv) specify the process and manner for
generating or recei
password and for casting of vote in a secure
manner.
4. Public Notice by way of Advertisement: the company shal
notice by way of an advertisement to be published i caus
 CH. 12: MEETINGS AND REQUIsITES OF VALID MEETING 187

Cor the meeting at least twenty-one days before the date of general meeting,
t least in one vernacular newspaper and at least in one English
newspaper
following matters namely:
the
(a) statement that the business may be transacted through voting by elec
tronic means;
(b) the date and time of commencement of remote e-voting;
()the date and time of end of remote e-voting;
(d) cut-off date (means a date not earlier than seven days before the date
of meeting to determine eligibility to vote);
(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;
the statement that-
() remote e-voting shall not be allowed beyond the said date and
time;
(i the manner in which the company shall provide for voting by
members present at the meeting:
even after
(ii) a member may participate in the general meeting
exercising his right to vote through remote e-voting but shall no
be allowed to vote again in the meeting; and
members or ie
(iv) a person'whose name is recorded in the register of
the depositorie-
the register of beneficial owners maintained by
as on the cut-off date only shall
be entitled to avail the facility c
remote e-voting as well as voting in the general meetings

(g)website address of the company, if any, and of the agency and

number of the persc
(h) name, designation, address, e-mail id and phone
facility fore-votin
responsibleto addressthe grievances connectedwith
if any, a
notice shall be placed on the website of the company,
The public
of the agency.
the facility for remote e-voting shall rema
5. Facility for Remote E-voting: on the da
three days and shall close at 5.00 p.m.
open for not less than
preceding the date of the general meetings
During the period when racl-
6. Provisions Regarding Remote E-voting: holding sha
members of the company,
for remotte e-voting is provided, the date, may opt
demat form, as on the cut-off
elther in physical form or in

remote e-voting. be allo

member, he shall not
the vote on a resolution is cast by the
Once
to change it subsequently or cast the vote again
 meeting even after exerei.
member may participate in the general
A

right to vote through remote e-voting

to n
wed to
but shall not be allowed rcising his
vot
7. Remote E-voting-Period of Operation: At the end of the remote,
mote 2gain
period, the facility shall forthwith be blocked. e-votine
a provide the same
to
voting
electronic system
as
company opts the said facility shae
meeting,
during remote e-voting during the general upon the i
voted in
considered and
are
operation till all the resolutions
and may be used for voting only by the members attenang the meetina

who have not exercised their right to vote through remote e-voting, 5 and
Board of Directors: the Board
8. Appointment of Scrutinizers by the
scrutinisers, who may be CA in Drae
Directors shall appoint one or m o r e
in practice or an Advocate, orany o
ractice
or Cost Accountant in practice or CS other
person who is not in employment
of the company and is a person of
rep
pute
scrutinize the votingand remotee-voti
who, in the opinion ofthe Board can
voting
process in a fair and transparent manner.
The scrutinizers so appointed may take assistance of a person who is nes
in employment of the company and who is well-versed with the electronic

voting system.
9. The scrutinizer shall ascertain the requisite majority.
10. Voting by Members Present at the Meeting: The Chairman shall, at the
generalmeeting, at the end ofdiscussion on the resolutions on which votingis
to be held, allow voting, for all those members who are present at the general
meeting but have not cast their votes by availing the remote e-voting facility
11. Preparation of Consolidated Report of Total Votes Cast: The scrutinizem
shali, immediately after the conclusion of voting at the general meeting, firs
count the votes cast at the meeting, thereafter unblock the votes cast throug
remote e-voting in the presence of at least two witnesses not in the emplo
ment of the company and make, not later than three days of conclusion oft
meeting, a consolidated scrutinizer's report of the total votes cast in favo
or against, if any, to the Chairman or a person authorized by him in writ
who shall counter sign the same.
The Chairman or a person authorized by himin writingshall declaretheres
of the voting forthwith. Subject to receipt of requisite number of votes,
resolution shall be deemed to be passed on the date of the relevant gen
meeting.
12. Maintenance of Register by Scrutinizer: The scrutinizers shall main
a register either manually or electronically to record the assent or dis
received.
13. Hand over to Company by Scrutinizer after Chairman Signs the Min
The register and all other papers relating to voting by electronic means
 remain in the safe custody of the scrutinizers until the Chairnma
and signs the minutes and thereafter, the scrutinizers shall hand pproves
over #ha

register and other related papers to the company.

14, Placing of result on website of company, agency engaged and stock
exchange: The results declared along with the report of the scrutinizer shall
be placed on the website of the company, and on the website of the agencv
(such as NSDL, CDSL, Karvy, the services of which are used by companies in
relation to e-voting) immediately after the result is declared by the chairman
In case of listed companies the company shall, simultaneously, forward the
results to the concerned stock exchange and such stock exchange shall place
the results on its website.

Clarifications regarding issues associated with E-Voting procedures:

() Voting by 'Show of Hands is not to be allowed in case ofe-voting
(i) Even after casting vote by e-means, a person can attend general meeting
personally though his vote cast through e-means earlier shall be final.
(i) The provision relating to demand for poll would not be relevant in case o
Companies covered under Section 108 read with Rule 20 ofthe Companies
(Management & Administration) Rules.