In my earlier post here I have raised some issues related to issuance of secretarial standards. As these are curable technical issues. I continue my study of these Secretarial Standards.
In this post, I will discuss Secretarial Standards related to conduct of e – Voting under SS – 2.
Every company that is required or opts to provide e-voting facility to its Members shall comply with the provisions in this regard. [Paragraph 8.1]
Every company providing e-voting facility shall offer such facility to all Members, irrespective of whether they hold shares in physical form or in dematerialised form. [Paragraph 8.2]
The facility for Remote e-voting shall remain open for not less than three days. [Paragraph 8.3]
The voting period shall close at 5 p.m. on the day preceding the date of the General Meeting. [Background Paragraph 1 after Paragraph 8.3]
The Board shall:
(a) appoint one or more scrutinisers for e-voting or the ballot process,
The scrutiniser (s) may be a Company Secretary in Practice, a Chartered Accountant in Practice, a Cost Accountant in Practice, or an Advocate or any other person of repute who is not in the employment of the company and who can, in the opinion of the Board, scrutinise the e-voting process or the ballot process, as the case may be, in a fair and transparent manner.
The scrutiniser (s) 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.
Prior consent to act as a scrutiniser(s) shall be obtained from the scrutiniser(s) and placed before the Board for noting.
(b) appoint an Agency;
(c) decide the cut-off date for the purpose of reckoning the names of Members who are entitled to Voting Rights;
The cut-off date for determining the Members who are entitled to vote through Remote e-voting or voting at the meeting shall be a date not earlier than seven days prior to the date fixed for the Meeting.
Only Members as on the cut-off date, who have not exercised their Voting Rights through Remote e-voting, shall be entitled to vote at the Meeting.
(d) authorise the Chairman or in his absence, any other Director to receive the scrutiniser’s register, report on e-voting and other related papers with requisite details.
The scrutiniser(s) is required to submit his report within a period of three days from the date of the meeting.
The Chairman or any other director so authorized shall countersign the scrutiniser’s report so received. [Paragraph 8.4 and other under it]
Notice for E – Voting:
Notice of the Meeting, wherein the facility of e – voting is provided, shall be sent either by registered post or speed post or by courier or by e-mail or by any other electronic means. [Paragraph 8.5.1 of SS – 2]
An advertisement containing prescribed details shall be published, immediately on completion of despatch of notices for meeting but at least twenty one days before the date of the 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 therein, inter-alia the following matters, namely:-
(a) A statement to the effect that the business may be transacted by e-voting;
(b) The date and time of commencement of remote e-voting;
(c) The date and time of end of Remote e-voting;
(d) The cut-off date as on which the right of voting of the Members shall be reckoned;
(e) The manner in which persons who have acquired shares and become Members after the despatch of Notice may obtain the login ID and password;
(f) The manner in which company shall provide for voting by Members present at the Meeting
(g) The statement that
(i) Remote e-voting shall not be allowed beyond the said date and time;
(ii) a Member may participate in the General Meeting even after exercising his right to vote through Remote e-voting but shall not be entitled to vote again; and
(iii) a Member as on the cut-off date shall only be entitled for availing the Remote e-voting facility or vote, as the case may be, in the General Meeting;
(h) Website address of the company, in case of companies having a website and Agency where Notice is displayed; and
(i) Name, designation, address, e-mail ID and phone number of the person responsible to address the grievances connected with the e-voting. [Paragraph 8.5.1 and its background paragraph 1]
Advertisement shall also be placed on the website of the company, in case of companies having a website and of the Agency. [Background Paragraph 2 of Paragraph 8.5.1]
Notice shall also be placed on the website of the company, in case of companies having a website, and of the Agency. [Paragraph 8.5.2]
Such Notice shall remain on the website till the date of General Meeting. [Background Paragraph 1 of Paragraph 8.5.2]
Notice shall inform the Members about procedure of Remote e-voting, availability of such facility and provide necessary information thereof to enable them to access such facility. [Paragraph 8.5.3]
Notice shall clearly state that the company is providing e-voting facility and that the business may be transacted through such voting. [Background Paragraph 1 of Paragraph 8.5.3]
Notice shall describe clearly the Remote e-voting procedure and the procedure of voting at the General Meeting by Members who do not vote by Remote e-voting. [Background Paragraph 2 of Paragraph 8.5.3]
Notice shall also clearly specify the date and time of commencement and end of Remote e-voting and contain a statement that at the end of Remote e-voting period, the facility shall forthwith be blocked. [Background Paragraph 3 of Paragraph 8.5.3]
Notice shall also contain contact details of the official responsible to address the grievances connected with voting by electronic means. [Background Paragraph 4 of Paragraph 8.5.3]
Official may also be a call centre employees.
Notice shall clearly specify that any Member, who has voted by Remote e-voting, cannot vote at the Meeting. [Background Paragraph 5 of Paragraph 8.5.3]
Notice shall also specify the mode of declaration of the results of e – voting. [Background Paragraph 6 of Paragraph 8.5.3]
Notice shall also clearly mention the cut-off date as on which the right of voting of the Members shall be reckoned and state that a person who is not a Member as on the cut offdate should treat this Notice for information purposes only. [Background Paragraph 7 of Paragraph 8.5.3]
Notice shall provide the details about the login ID and the process and manner for generating or receiving the password and for casting of vote in a secure manner. [Background Paragraph 8 of Paragraph 8.5.3]
Declaration of results:
Based on the scrutiniser’s report received on Remote e-voting and voting at the Meeting, the Chairman or any other Director so authorised shall countersign the scrutiniser’s report and declare the result of the voting forthwith with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not. [Paragraph 8.6.1]
The result of the voting, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not shall be displayed on the Notice Board of the company at its Registered Office and its Head Office as well as Corporate Office, if any, if such office is situated elsewhere. Further, the results of voting alongwith the scrutiniser’s report shall also be placed on the website of the company, in case of companies having a website and of the Agency, immediately after the results are declared. [Paragraph 8.6.2]
The Resolution, if passed by a requisite majority, shall be deemed to have been passed on the date of the relevant General Meeting. [Paragraph 8.6.3]
Custody of scrutinisers’ register, report and other related papers:
The scrutinisers’ register, report and other related papers received from the scrutiniser(s) shall be kept in the custody of the Company Secretary or any other person authorised by the Board for this purpose. [Paragraph 8.7]
Now , two important standards which are mentioned in Paragraph 16.8 and 16.9 of these standards are also applicable here. I am reproducing here:
A Resolution passed by postal ballot shall not be rescinded otherwise than by a Resolution passed subsequently through postal ballot. [Paragraph 16.8]
No amendment or modification shall be made to any Resolution circulated to the Members for passing by means of postal ballot. [Paragraph 16.9]
At the end of this post, I want to mention that some provisions I criticised here may be taken from the Act or relevant Rules and in such case may be treated my suggestion for relevant changes the Act or these Rules.
Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.
Good article. But applying this cumbersome process to a section 8 registered club with around 1500 members is going too much. Also, elections to managing committee of a club is competitive and not one of a resolution which is “assent/dissent/abstain” type. Is it permitted to consider everything as a resolution and conduct elections as per articles of the club? But, the MCA should exempt section 8 clubs from this process.
Good points, Amendment in e-voting Process may be a key. Be more innovative to include single transferable voting system. Rules may need amendment. Law is very good.
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