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

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.