Section 108 of the Companies Act 2013 prescribes the provisions for voting through electronic means.
The members of a
company may exercise their right to vote through electronic means.
A facility of
exercising the members’ right to vote through electronic mode has to be set up
by certain class or classes of companies and in such manner.
The following
companies shall provide a platform for the members to exercise their right to
vote through electronic means. However, it is the discretion of the members to
select the e-voting mode or not.
i)
Every listed company
ii)
Company having not
less than one thousand shareholders
Resolution
by electronic voting system
A company may pass any
resolution by electronic voting system in accordance with the provisions of the
rules framed therefor.
Opt to
select E-Voting system
Any company may opt to
adopt this e-voting process voluntarily. In such case, the company which opts
to provide the facility to its members to exercise their votes at any general
meeting by electronic voting system has to follow the procedure laid down for
e-voting system.
Procedures
to be adhered for e-voting system
- 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 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
- 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
- The notice shall
clearly indicate the process and manner for voting by electronic means.
- The notice shall
mention the time period during which the votes may be cast and shall also
provide the login ID and create a facility for generating password for
keeping security.
- An advertisement
shall be published not less than five days before the date of the
beginning of the voting period.
- Advertisement
shall be one in a vernacular newspaper in the principal vernacular
language of the district in which the registered office is situate and one
in a English newspaper having a wide circulation in that district.
- The advertisement
shall also specify the following
matters;
a) statement that the business may be transacted by electronic voting
b) the date of completion of sending of notices
c)
the date and time of
commencement of voting through
electronic means
d) the date and time of end of voting through electronic
means
e) the statement that voting shall not be allowed beyond
the said date and time
f)
website address of the
company and agency, if any, where notice of the meeting is displayed and
g) contact details of the person responsible to address
the grievances connected with the electronic voting
E-voting is
open
The e-voting is kept
open for not less than one day and not more than three days. However, in all
cases, it shall be completed three days prior to the date of the general
meeting.
Cast vote
through e-voting
Every shareholder who
holds shares either in demat or in physical form can cast his vote
electronically.
However, once the vote
on a resolution is cast by the shareholder, he shall not be allowed to change
it subsequently.
Portal will
be blocked
At the end of the
voting period, the portal where votes are cast shall be blocked immediately.
Scrutinizer
The Board of Directors
shall appoint one scrutinizer, who can scrutinize the e-voting process in a
fair and transparent manner.
A scrutinizer may be a
chartered accountant in practice, cost accountant in practice or company
secretary in practice or an advocate. The scrutinizer is a person who is not in
the employment of the company and is a person of repute.
Assistance
to Scrutinizer
The scrutinizer may
take assistance of a person who is not in employment of the company and who is
well versed in the e-voting system.
Unblock
& Report
Within a period of not
exceeding three working days from the date of conclusion of e-voting period,
the scrutinizer shall unblock the votes in the presence of at least two
witnesses who are not in the employment of the company.
The scrutinizer shall
make his report of the votes cast in favour or against, if any, immediately to
the Chairman.
Register
A register shall be
maintained either manually or electronically to record the assent or dissent,
received. Further it shall indicate 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.
Custody of
the scrutinizer
The register and all
other papers relating to electronic voting shall remain in the safe custody of
the scrutinizer till the chairman considers, approves and signs the minutes.
Display on
the website
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.
Resolution
deemed to be passed
The resolution shall
be deemed to be passed on the date of the relevant general meeting of members
provided if it receives sufficient votes.
CS Balaji G
Company Secretary
Nice article sir. Thanks you so much.
ReplyDeleteRegards,
Deepesh