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E voting procedure-companies act 2013

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What is E-Voting, procedure of E-voting under Companies Act 2013

What is E-Voting, procedure of E-voting under Companies Act 2013

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  • 1. E-voting as per Companies Act 2013 E-VOTING AS PER COMPANIES ACT 2013 General meetings of companies are held at their registered offices and it is not possible for every member specially a members holding minor shares to travel upto the registered office of the company and participate in the general meeting of the company. To eliminate this type of difficulty and to enhance the participation of minority members, concept of e-voting has been introduced by the Companies Act 2013. Now a member can cast his vote easily through his laptop or tablet or PC without physically attending the general meeting. E-voting do not eliminate members right to physically attend and vote at the general meeting however member can cast his vote through one mode only. A member after casting his vote through e-voting can go and attend the general meeting but cannot cast vote in that general meeting. WHICH COMPANIES NEED TO PROVIDE E-VOTING FACILITY? As per section 108 read with rule 20 the ‘Companies (Management and Administration) Rules, 2014’ following companies need to provide e-voting facility to their members to vote at general meetings.  every listed company and  every company having 1000 or more shareholders MCA vide its circular No. 20/2014, dated 17th June 2014, has clarified that the due to some practical difficulties the e-voting would not be mandatory till 31st Dec. 2014. http://mca.gov.in/Ministry/pdf/General_Circular_20_2014.pdf However SEBI has clarified that listed companies shall have to provide e-voting facility to its members for all resolutions in general meetings. Following are some of companies who are providing e-voting facility at their ensuing general meetings.
  • 2. E-voting as per Companies Act 2013 Sr. N o. Name of Company Date of Meeting Notice i. 1Bank of India July 10 (AGM) http://www.bankofindia.co.in/Us erFiles/File/Notice_AGM_130620 14.pdf ii. 2Idea cellular July 10 (EGM) iii. 3JSW Steel July 10 iv. L & T Aug. 22 v. Bajaj Auto July 17 HOW E-VOTING WORKS? a) The Company desiring to use e-voting system has to avail services of any one of the following agencies. Sr. Name of Co Website 1 KARVY https://evoting.karvy.com/ 2 CDSL http://www.evotingindia.com/ 3 NSDL https://www.evoting.nsdl.com/ b) The agency will issue User- id’s and passwords having the maker , checker and scrutinizer privileges. c) The Company itself or through its Registrar and Transfer Agent [RTA] will setup the e - Voting schedule on the e - Voting website, upload the resolutions on which voting is required d) The company can then upload the Register of Members (ROM) , which contains the details of the security holders holding the securities in physical and demat mode across both depositories, as on the record date in the specified format . e) Agency will then generate the password for security holders and forward the same to the Company / RTA. f) The company will then communicate the password, EVSN and the procedure for e-Voting, along with the notice of the resolution to all the security holders.
  • 3. E-voting as per Companies Act 2013 g) The security holders should log on to website of agency during the duration of the Postal Ballot and cast their votes for all the resolutions on the e-Voting System. h) After the voting period is over, the e -Voting system will provide to the scrutinizer, i) Security holder wise details of the voting done in a report along with a summary , for the records of the company. Scrutinizer’s report of some companies; Reliance Industries Limited https://evoting.karvy.com/Scrutinizer_Report_%20EVoting_instapoll.pdf Nestle https://www.evoting.nsdl.com/eVotingWeb/downloads/100188_NESTLE_Result. pdf ICICI Bank Limited https://www.evoting.nsdl.com/eVotingWeb/downloads/Scrutinizers_Report_fina l.pdf
  • 4. E-voting as per Companies Act 2013 PROCEDURE OF E-VOTING ? A. APPOINTMENT OF E-VOTING AGENCY The company desiring to offer e-voting facility to its members first takes e-voting platform of any one of the e-voting service providers. B. APPOINTMENT OF 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: 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. The scrutinizer shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority; C. DISPATCH NOTICE TO SHAREHOLDERS A notice shall be sent to all members, auditors of the company or directors, through; - Registered Post or Speed Post - Courier services - Electronic mean i.e. registered e-mail ids The notice shall also be placed on the website of the company and website of the agency. 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 and the time schedule including the time period during which the votes may be cast and shall also provide the login ID
  • 5. E-voting as per Companies Act 2013 and create a facility for generating password and for keeping security and casting of vote in a secure manner. D. ADVERTISEMENT IN NEWSPAPERS Not less than 5 days before the date of beginning of the voting period an advertisement is to be published, 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, The advertisement must 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 The e-voting shall remain open for not less than one day and not more than three 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.
  • 6. E-voting as per Companies Act 2013 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. F. SCRUTINIZER’S REPORT The scrutinizer shall, 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 and make a scrutinizer’s report of the votes cast in favour or against, if any, forthwith to the Chairman. The 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. 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. G. DECLARATION OF RESULTS 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. Subject to receipt of sufficient votes, the resolution shall be deemed to be passed on the date of the relevant general meeting of members. ___________________XXXXX_________________________-
  • 7. E-voting as per Companies Act 2013 Thanks & Regards: KASHIF ALI & ASSOCIATES Company Secretaries 268, Business India Complex, Uday Park, New Delhi-110049 Call us : +91 9718483209 Note: Kindly note that the entire contents of this article have been developed on the basis of relevant statutory provisions and as per the information existing at the time of preparation i.e. Act, notification, clarifications & circular issued by MCA. Though we have made upmost efforts to provide authentic information, however we do not undertake any liability in any way whatsoever, to any person in respect of anything arising by reliance upon the content of this article. It shall not be used as a legal opinion and not to be used for rendering any professional advice.