Voting through electronic means under the Companies Act 2013 Every listed company and a company having share holders one thousand or more shall provide to its members facility to exercise their right to vote at general meetings by electronic means. That means this provision shall not be applicable to private limited companies, since the total number of members in a private limited company can not be more than two hundred. The term ‘‘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 favor 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’; The company shall send the notice of e-voting to all members, directors and auditors of the company either: (a) by registered post or speed post ; or (b) through electronic means like registered e-mail id; (c) through courier service; Once the notice of the meeting is dispatched to all the members then it shall be placed on the web site of the company. Content of the notice: The notice of the meeting shall contained the following: a) the business may be transacted through electronic voting system and the company is providing facility for voting by electronic means b) 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; As per revised clause 35B of the listing agreement 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 . So the Listed companies are required to arrange postal ballot also in addition to electronic voting if any share holder(s) does not have access to e voting facility. Appointment of Agency: 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( NSDL / CDSL ). Advertisement in news paper: the company shall cause an advertisement to be published, 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. The advertisement shall 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; The e voting shall be open for a minimum period of one day and maximum of 3 days and such voting period shall be completed at least 3 days before of the general meeting. If any member of the organization has cast his vote through electronically then he / she can not change his / her decision. So that means once a member has voted electronically then he can not vote in the general meeting again. Appointment and the Role of the Scrutinizer: The Board of directors shall appoint one scrutinizer, who may be Company Secretary in practice chartered Accountant in practice, Cost Accountant in practice, or an advocate, but not in employment of the company . The scrutinizer may take assistance of a person to perform his duties but he shall not be the employee of the company. The Board of Directors of the Company shall take the consent of the scrutinizer before appoint him for that position and shall intimate to the concerned stock exchange(s) where the shares of the company are listed. The scrutinizer is required to 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 or not. 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 for their preservation. 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, shall give his report to the Chairman. The Company shall place the results declared along with the scrutinizer’s report 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. Conclusion- It is sure that Electronic voting facility will encourage more share holders to participate in the decision making process of the company, but simultaneously it will create an additional cost burden for the companies.
Posted on: Thu, 25 Sep 2014 06:50:01 +0000
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