Voting through electronic means (Sec 108)|With SS-2.

Why E-voting Facility Provides ?

General meetings of companies are held at their registered offices and it is not possible for every member specially members holding minor shares to travel up to the registered office of the company and participate in the general meetings 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 electronic mode 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.

The facility of Remote e-voting does not dispose with the requirements of holding a General Meeting by the company.

Applicability of Section 108 and Rule 20 of the Companies (Management and Administration) Rules,
2014.

 Every company which has listed its equity shares on a recognised stock exchange and

every company having not less than one thousand (1,000) members shall provide to its members ( E-voting) facility to exercise their right to vote on resolutions proposed to be considered at a general meeting by electronic means:

(1) 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.

Nidhi, or an enterprise or institutional investor referred to in Chapter XB (Companies listed on SME exchange) or Chapter XC (Companies listed on institutional trading platform without IPO) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 is not required to provide the facility to vote by electronic means:

SS-2:- 7.2.1 Every company having its equity shares listed on a recognized stock exchange other than companies whose equity shares are listed on SME Exchange or on the Institutional Trading Platform and other companies as prescribed shall provide e-voting facility to their Members to exercise their Voting Rights.

SS-2:- Other companies presently prescribed are companies having not less than one thousand Members. The facility of Remote e-voting does not dispense (exempt) with the requirement of holding a General Meeting by the company.

If a company voluntarily opts or decides to give its shareholders the e-voting facility, in such a case, the whole of procedure specified in rule 20 shall be applicable to such a company. This is necessary so that any piece-meal application does not prejudice the interest of shareholders.

SS:-2 Conduct of e-voting

8.2 Every company providing e-voting facility shall offer such facility to all Members, irrespective of whether they hold shares in physical form or in dematerialised form.

8.3 The facility for Remote e-voting shall remain open for not less than three days.

The voting period shall close at 5 p.m. on the day preceding the date of the General Meeting.

Example:–

The General Meeting is scheduled for March 15, 2025. According to the rule, the voting period shall close at 5 p.m. on March 14, 2025 (the day preceding the meeting).

SS-2 Procedure of E-Voting:-

The Board shall:–

(a) appoint one or more scrutinisers for e-voting or the ballot process;

The scrutiniser(s)(examiner) may be a Company Secretary in Practice (PCS), a Chartered Accountant in Practice (PCA), a Cost Accountant in Practice(PCMA), or an Advocate or any other person of repute who is not in the employment of the company and who can, in the opinion of the Board, scrutinise the e-voting process or the ballot process, as the case may be, in a fair and transparent manner. The scrutiniser(s) so appointed may take assistance of a person who is not in employment of the company and who is well-versed (experienced) with the e-voting system. Prior consent to act as a scrutiniser(s) shall be obtained from the scrutiniser(s) and placed before the Board for noting.

(b)Appoint an Agency – NSDL, CDSL or other such agency:

The agency shall be appointed for providing and supervising the electronic platform for voting.

(c) decide the cut-off date for the purpose of reckoning (determining) the names of Members who are entitled to Voting Rights;

The cut-off date for determining the Members who are entitled to vote through Remote e-voting or voting at the meeting shall be a date not earlier than seven days prior to the date fixed for the Meeting.

Example:–

The General Meeting is scheduled for April 10, 2025. According to the rule, the cut-off date for determining which Members are entitled to vote (either through remote e-voting or at the meeting) should be no earlier than seven days prior to April 10, 2025.

Members who are registered as of April 3, 2025 will be entitled to vote, either remotely or at the meeting.
Therefore, the cut-off date could be April 3, 2025.

Only Members as on the cut-off date, who have not exercised their Voting Rights through Remote e-voting, shall be entitled to vote at the Meeting.

Notice as per Rules:-

(i) the notice of the meeting shall be sent to all 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

(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;

(iii) the notice of the meeting shall clearly state –

(A) that the company is providing facility for 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 e-voting shall be able to exercise their right at the meeting;

(C)that the members who have cast their vote by remote-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again;

SS-2:-

8.5.1 Notice of the Meeting, wherein the facility of e-voting is provided, shall be sent either by registered post or speed post or by courier or by e-mail or by any other electronic means.

An advertisement containing prescribed details shall be published, immediately on completion of despatch of Notices for Meeting but atleast twenty one days before the date of the 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 therein, inter-alia the following matters, namely:

(a) A statement to the effect that the business may be transacted by e-voting;
(b) The date and time of commencement of Remote e-voting;
(c) The date and time of end of Remote e-voting;
(d) The cut-off date as on which the right of voting of the Members shall be reckoned;
(e) The manner in which persons who have acquired shares and become Members after the despatch of Notice may obtain the login ID and password;
(f) The manner in which company shall provide for voting by Members present at the Meeting;
(g) The statement that:
(i) Remote e-voting shall not be allowed beyond the said date and time;
(ii) a Member may participate in the General Meeting even after exercising his right to vote through Remote e-voting but shall not be entitled to vote again; and
(iii) a Member as on the cut-off date shall only be entitled for availing the Remote e-voting facility or vote, as the case may be, in the General Meeting;

(h) Website address of the company, in case of companies having a website and Agency where Notice is displayed; and

(i) Name, designation, address, e-mail ID and phone number of the person responsible to address the grievances connected with the e-voting.

Advertisement shall simultaneously be placed on the website of the company till the conclusion of Meeting, in case of companies having a website and of the Agency.

SS-2 8.6 Declaration of Results:-

8.6.1 The scrutiniser(s) shall submit his report within three days from the date of the Meeting to the Chairman or a person authorised by him, who shall countersign the same and declare the result of the voting forthwith with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not.

8.6.2 The result of the voting, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not shall be displayed for at least three days on the Notice Board of the company at its Registered Office and its Head Office as well as Corporate Office, if any, if such office is situated elsewhere. Further, the results of voting alongwith the scrutiniser’s report shall also be placed on the website of the company, in case of companies having a website and of the Agency, immediately after the results are declared.

8.6.3 The Resolution, if passed by a requisite majority, shall be deemed to have been passed on the date of the relevant General Meeting.

8.7 Custody of scrutinisers’ register, report and other related papers The scrutinisers’ register, report and other related papers received from the scrutiniser(s) shall be kept in the custody of the Company Secretary or any other person authorised by the Board for this purpose.