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Government of India Ministry of Corporate Affairs Notification dated 19.03.2015 - E-VOTING

      Government of Indiia

Ministry of Corporate Affairs

 Notification dated 19.03.2015

 

E-VOTING

As per section 108 the Companies Act 2013, for prescribed companies, members may exercise their right to vote by electronic means of voting. The Companies (Management and Administration) Rules, 2014, Rule 20 states the rules regarding the E-voting process that shall be followed by Companies.

 

As per the MCA Notification dated 19.03.2015, the Companies (Management and Administration) Amendment Rules, 2015 has been introduced and accordingly, the following changes have been made in Rule 20:

 

1.     This Rule does not apply to Companies referred to in Chapter XB (i.e. Specified SME) or Chapter XC (i.e. SME on Institutional platform) of SEBI (Issue of Capital and Disclosure Requirements).

2.     Definitions have been introduced for the following key words:

                            i.         Agency as listed in the definition that can provide a secured system for e-voting

                          ii.         Cut-off date: date not earlier than seven days before the date of general meeting for determining  the eligibility to vote by electronic means or in the general meeting

                       iii.         Remote e-voting: the facility of casting votes by a member using an electronic voting system from a place other that the venue of a general meeting.

3.     The notice of the general meeting shall now also include the following:

                            i.         The facility for voting either through electronic voting system or ballot or polling paper shall also be made available at the general meetingand 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.

                         ii.         The members who have cast their vote by remote e-voting prior to the general meeting may also attend the meeting but shall not be entitled to cast their vote again.

4.     A public notice by way of an advertisement is to be published immediately on despatch of the notice at least 21 days (in place of at least 5 days) before the date of the general meeting that is to be required to be circulated in an English newspaper with country wide circulation. The following are also to be included in the advertisement now:

                            i.         The cut off date;

                          ii.         The manner in which the company shall provide for voting by members present at the meeting;

                         iii.         That the members may participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be entitled to cast their vote again in the meeting;

                         iv.         A person whose name is recorded in the Register of Members or as beneficial owner in the records of the Depository on the cut off date only shall be eligible for e-voting.

                          v.         The details of the contact person i.e. the name, designation, address, email id and phone number of the person responsible to address grievances relating to e-voting.

5.     The e-voting facility shall remain open for at least three days( in place of maximum three days) and shall close at 5.00 p.m. on the day preceding the date of the general meeting.

6.     The same e-voting system may be used by at the general meeting of the Company by the members who have not earlier voted through e-voting and that shall be operational till all resolutions are considered and voted at the general meeting.

7.      The Board can appoint one or more scrutinizers to scrutinise the voting and remote e-voting process.

8.     The Scrutinizer shall assist in the Chairman in the votingat the general meeting (GM) by ballot or poll paper or by using e-voting system.

9.     The Scrutiniser shall first count the votes cast in the GM, then unlock the votes cast through remote e-voting and then make a consolidated report of total votes cast in favour or against, in not later than three days of conclusion of the GM. ( No such compulsion was there before.)

10.  The Chairman or a person authorised in writing shall declare the result of the voting.

11.  The manner in which any member has voted, that is, affirming or negating shall remain secret and not be available the Chairman, Scrutiniser or any other person till the votes are cast in the meeting.

12.  To know the name of members who have cast their vote through remote e-voting, the Scrutiniser shall have access to details of such members but not the manner in which they have cast votes.

13.  The result along with the Scrutiniser’s report shall be placed on the website of the Company, immediately,(instead of two working days from GM) after the result is declared by the Chairman. (GM).

14.   The result for listed Companies shall be forwarded to the concerned stock exchange simultaneously to be listed on the website of the stock exchange.

15.  Where the requisite(in place of the word ‘sufficient’) number of votes is received, the resolution shall be considered to have been passed on the date of the relevant GM. As an explanation, requisite number of votes shall be the number of votes required to pass the resolution as an ‘ordinary resolution’ or ‘special resolution’ as the case may be, under section 114 of the Companies Act, 2013.

16.  A resolution proposed to be considered through e-voting shall not be withdrawn.

 

The Key

 

  • Previously, the results of the votes cast by e-voting could be seen by the Scrutinizer before the general meeting, but now, the votes cast by remote e-voting cannot be opened before the count of votes cast at the general meeting. Thus, the voting at the general meeting cannot be influenced by result of the votes already cast through remote E-voting.
  • The company is required to provide electronic voting system at the general meeting also. This was not required previously. The same is to be stated in the notice of the general meeting.
  • The Scrutinizer has to assist the Chairman in the voting process at the general meeting also. Previously the Scrutinizer’s job was only to scrutinize the e-voting process and report thereon.
  • The Remote E-voting facility is open for at least three days (instead of a minimum of one day and maximum of three days previously) and now the closure time is specified as 5.00 p.m. preceding the day of the general meeting. Previously, the closure time was to be fixed by the Company and stated in the Notice for E-voting.