Applicability:
Every listed company or a company having not less than 1000 shareholders shall provide to its members facility to exercise their right to vote at general meetings by electronic means.
A company which opts to provide the facility to its members to exercise their votes at any general meeting by electronic voting system shall follow the following process and procedure involved and also the compliances to be made thereof.
Process involved in e- voting:
- Company has to enter into a Tripartite/Bipartite agreement with the Registrar and transfer agent (RTA) and the Agency providing the E-voting facility.
- Company/RTA shall operate the e-voting cycle for conducting the e-voting. In case of listed company, the issuer shall authorize RTA for operating e-voting cycle through a specific board resolution passed at the Board Meeting of the company.
- Company has to appoint a scrutinizer by passing a Board Resolution for conducting the e-voting process in a fair & transparent manner.
- Company to obtain consent letter from scrutinizer to conduct the e-voting process.
- RTA/Scrutinizer shall obtain Aladdin e –token (32K Memory Option) and DSC to login into the e-voting system provided by the Agency.
- R&T Agent and Scrutinizer shall submit User details viz., Name of the User, details of DSC, etc. to the Agency.
- Upon receipt of the user creation details from the RTA and the Scrutinizer the Agency will generate/activate the User ID and map the DSC & User ID with the e-Voting system.
- R&T Agent shall log-in with his/her User ID using the DSC and create e-Voting Event Number (EVEN) (i.e. an unique number). An EVEN will be generated by the e-Voting system for every voting cycle set-up by the R&T Agent.
- RTA agent may upload the resolutions on the e-voting system of the Agency.
- R&T Agent to upload a shareholding file, containing details of the shareholders viz., Client ID, DP ID, Address, etc on the e-Voting system.
- After uploading the shareholding file the RTA agent will download the response file.
- The response file will contain the details of the records that are accepted/rejected by the e-Voting system.
- On successful shareholding file uploaded by the R& T Agent, Agency will generate and send the User ID & password in respect of shareholders where Email-ID of the first holder/sole holder is available.
- For shareholders where email address of the first holder/sole holder is not available, the Agency will generate User ID and password and provide the same to the Issuer/R&T Agent for onward printing and dispatch of the User ID and password in PIN mailers to such shareholders.
- The shareholders will login on the Agency’s e-Voting system with their User ID and password and cast their votes electronically.
- After the voting end date the scrutinizer will login on the Agency’s e-Voting system and shall authorize the completion of voting cycle and download the details of the voting results done through e-Voting system of the concerned Agency.
Compliances to be made by the Company in E-voting /Annual Report
- Convening a Board Meeting and Authorizing RTA and appointing Scrutinizer for conducting the e-voting for the company.
- Authorizing any one of the Directors of the company for e-voting process which includes the following:
- Execution of e-voting agreement with the Agency.
- Fixation of e-voting period including time for voting etc.
- Need to obtain consent letter from scrutinizer for conducting e–voting process.
- Dispatch of Annual Report and e-voting notice along with the user Id and pass words to the shareholders/auditors/ Directors through the post/email.
- In case the company sends email to the shareholders, the Company has to maintain a record for total number of recipients emailed and the notice may be sent through email as a text or as an attachment to email or as a notification providing electronic link or URL for accessing such notice. Further the subject line in email shall state the name of the Company, notice of type of Meeting, and the date on which the Meeting is scheduled.
- Notice of the General Meeting should be placed on the website of the Company, once the same is dispatched to the shareholders of the company.
- The notice of the general meeting shall clearly mention that the business may be transacted through electronic voting system and the company providing facility for voting by electronic means.
- The notice shall also indicate the process and manner for voting by electronic means and the time and schedule including the time period for the e-voting.
- In case of listed companies, intimation of Book Closure dates to stock exchanges at least 7 clear days before the date fixed for Book closure.
- At least 7 days prior to the book closure., a Paper Advertisement has to be given in atleast 1 vernacular newspaper and atleast 1 in English newspaper having wide circulation in the district where the registered office of the company is situated.
- Notice of Book Closure shall also be published on the website of the Company.
- Coordinating with the RTA and providing the required information to the Agency like 1) Soft copy of Shareholders 2) Hard/ Soft copy of the Notice/ Resolutions etc.
- Fixation of e voting period which shall not be less than 1 day and not more than 3 days prior to the date of the General Meeting and the voting period shall be completed three days prior to the date of General Meeting.
- Issue Paper advertisement which shall not be less than 5 days prior to the beginning of the voting period in atleast 1 vernacular newspaper and atleast 1 in English newspaper having wide circulation in the district where the registered office of the company is situated as per the contents and disclosures mentioned in rule 20(3)(v) of Companies (Management and Administration (Rules) 2014.
- Portal of the e-voting system to be blocked at the end of the voting period.
- Preparation the Minutes of the Meeting and the same shall be signed by the chairman of the meeting once the general meeting is held.
- The results declared along with the scrutinizers report shall be placed on the website of the company and on the website of the agency within two (2) days of passing of resolutions at the General Meeting.
- In case of listed companies, the company shall within 48 hours of the conclusion of the meeting submit the voting results as per the format specified in clause 35A of the Listing Agreement.
- The Company has to forward six copies of Annual Report to the stock exchanges where the shares of the company are listed along with the Form A / B as per clause 31 of the Listing Agreement.
- The Company shall also forward the proceedings of the General Meeting to the Stock exchanges as per clause 31 (d) of the Listing agreement.
Scrutinizer’s role in conducting of e-voting:
- Once the e-voting portal is blocked., the Scrutinizer shall unblock the votes in the presence of atleast two witnesses not in the employment of the company within a period of not exceeding three (3) working days from the date of conclusion of e-voting period and make his report.
- The Scrutinizer shall maintain a register either manually or electronically to record the assent/ dissent received mentioning the particulars of name, address, folio no/client id, number of shares held, nominal value of shares held and whether the shares have differential voting rights.
- The registers and other relevant papers related to e-voting shall remain in safe custody of Scrutinizer until the chairman considers, approves and signs the Minutes., Once the same is done the scrutinizer shall return the register and other related papers to the company.