COMPARATIVE ANALYSIS OF E-VOTING RULES

  CS Sandeep Kumar Jain     0000-00-00 00:00:00

 

 

Heading

Provisions amended on 18.03.2015

Provisions before 18.03.2015

Remarks

Applicability

The provisions of this rule shall apply in respect of the general meetings for which notices are issued on or after 19th March 2015.

Initially the provisions were applicable from 1st day of April 2014 mandatorily, but later on:

MCA vide Circular No. 20/2014 dt. 17th June 2014 had decided not to treat these provisions mandatory upto 31st December 2014

While

As per SEBI circular dt. 17.04.2015, listed companies are necessarily to provide e-voting facility in respect of all shareholders' resolutions, to be passed at General Meetings or through postal ballot.

 

 

Now, the E-voting provisions are applicable on all the companies covered under the said Rule.

Reporting Companies

Every company other than a company referred to in Chapter XB or XC of the SEBI (ICDR) Regulations, 2009 having its equity shares listed on a recognized stock exchange

or

a company having not less than one thousand members,

         

shall provide to its members facility to exercise their right to vote on resolutions proposed to be considered at general meetings by electronic means. 

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.

The companies whose equity shares are listed on  a recognized stock exchange other than a company referred to in Chapter XB or XC of the SEBI (ICDR) Regulations, 2009

or

a company having not less than one thousand members,

shall provide e-voting facility to exercise their right to vote on resolutions proposed to be considered at general meetings.

Explanation

The explanations of expressions

Agency, Cut-off date, cyber security, electronic voting system, remote e-voting and secured system is provided.

 

The explanations of expressions electronic voting system, secured system and cyber security was provided.

Newly added expressions:

Agency, Cut-off date and remote e-voting.

To whom and how the notice to be dispatched.

Same as earlier

The notices of the meeting shall be sent to all the members, auditors of the company, or directors either -

by registered post or speed post ; or

through electronic means registered e-mail id or

by courier service;

 

No amendment

Website disclosure

Same as earlier

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;

No change

Notice writing

The notice of the meeting shall clearly state-

  1. that the company is providing facility for voting by electronic means and the business may be transacted through such voting;
  2. 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.
  3. that the members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

 

The notice shall :- 

  • indicate the process and manner for voting by electronic means ;
  • indicate the time schedule including the time period during which the votes may be cast by remote e-voting;
  • provide the details about the login ID;
  • specify the process and manner for generating or receiving the password and for casting of vote in a secure manner.

 

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 and create a facility for generating password and for keeping security and casting of vote in a secure manner.

 

The provisions are made more clear and specific.

 

Advertisement in newspaper

The company shall cause a public notice by way of an advertisement to be published, immediately on completion of dispatch of notices for the meeting under clause (i) of sub-rule (4) but at least twenty-one days before the date of 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 in the said advertisement, inter alia, the following matters, namely:-
  • Statement that the business may be transacted through voting by electronic means ;
  • The date and time of commencement of remote e-voting;
  • The date and time of end of remote e-voting;
  • Cut-off date;
  • The manner in which persons who have acquired shares and become members of the company after the dispatch of notice may obtain the login ID and password;
  • The statement that:-
  • Remote e-voting shall not be allowed beyond the said date and time;
  • The manner in which the company shall provide for voting by members present at the meeting; and
  • A member may participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again in the meeting; and 
  • A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting in the general meeting;
  • Website address of the company, if any, and of the agency where notice of the meeting is displayed; and
  • Name, designation, address, email id and phone number of the person responsible to address the grievances connected with facility for voting by electronic means:  

           Provided that the public notice shall be placed on the website of the company, if any, and of the agency;  

 

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 and specifying therein, inter alia, the following matters, namely:-

  1. Statement that the business may be transacted by electronic voting;
  2. The date of completion of sending of notices;
  3. The date and time of commencement of voting through electronic means;
  4. The date and time of end of voting through electronic means;
  5. The statement that voting shall not be allowed beyond the said date and time;
  6. Website address of the company and agency, if any, where notice of the meeting is displayed; and
  7. Contact details of the person responsible to address the grievances connected with the electronic voting;

 

Now advertisement is to be published, at least twenty-one days before the date of general meeting and the same has to placed on the website of the company, if any, and of the agency

 

Publication of advertisement in an english news-paper having country vide circulation is required instead of district wise

 

Statement  also include

  1. Remote e-voting shall not be allowed beyond the said date and time;
  2. The manner in which the company shall provide for voting by members present at the meeting; and
  3. A member may participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again in the meeting; and 

 

  • A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting in the general meeting;

Time- frame of e-voting

The facility for remote e-voting shall remain open for not less than three days and shall close at 5.00 p.m. on the date preceding the date of the general meeting

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;

 

Now e-voting facility shall remain open for at least three days in contrast to earlier provisions to keep open for at least 1 day and maximum 3 days.

 

E- Voting shall close at 5.00 p.m. on the date preceding the date of the general meeting earlier voting period shall be completed 3 days prior to the date of general meeting.

Members eligibility to cast vote electronically

 During the period when facility for remote e-voting is provided, the members of the company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may opt for remote e-voting:

            Provided that once the vote on a resolution is cast by the member, he shall not be allowed to change it subsequently or cast the vote again:

                    Provided further that a member may participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again;

 

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:

             Provided that once the vote on a resolution is cast by the shareholder, he shall not be allowed to change it subsequently.

 

Now member’s have a right  to participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again.

Blocking of e-voting system

At the end of the remote e-voting period, the facility shall forthwith be blocked:

                 Provided that if a company opts to provide the same electronic voting system as used during remote e-voting during the general meeting, the said facility shall be in operation till all the resolutions are considered and voted upon in the meeting and may be used for voting only by the members attending the meeting and who have not exercised their right to vote through remote e-voting.

 

 

At the end of the voting period, the portal where votes are cast shall forthwith be blocked.

If company opts to provide the same electronic voting system as used during remote e-voting during the general meeting, then said facility shall remain open for members attending the general meeting.

Appointment of Scrutinizer(s)   and his eligibility.

The Board of Directors shall appoint one or more scrutinizers, who may be

  • Chartered Accountant in practice,
  • Cost Accountant in practice, or
  • Company Secretary in practice or
  • an Advocate, or
  • any other person who is not in employment of the company and

                           is a person of repute who, in the opinion of the Board can scrutinize the voting and remote e-voting process in a fair and transparent manner.

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.

 

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