FAQ on e-voting:
CS. Kutralanathan, Practising Company Secretary
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.
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
|
||
E-mail Id
|
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?
Yes.
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 notice to 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 providing
e-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
|
Very nice article. Ca you pl clarify the foll points.
ReplyDelete1.When the results through e-voting will be communicated to the chairman by the scrutinizer? (along with the poll results or even before that)
2. Can a shareholder switch over from e-voting to postal ballot within the year?