Postal Ballot Query
VAIBHAV SHAH
kanika sharma
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sujeet kumar
22. Procedure to be followed for conducting business through postal ballot.-
(1) Where a company is required or decides to pass any resolution by way of postal ballot, it shall send a notice to all the shareholders, along with a draft resolution explaining the reasons therefor and requesting them to send their assent or dissent in writing on a postal ballot because postal ballot means voting by post or through electronic means within a period of thirty days from the date of dispatch of the notice.
(2) The notice shall be sent either (a) by Registered Post or speed post, or (b) through electronic means like registered e-mail id or (c) through courier service for facilitating the communication of the assent or dissent of the shareholder to the resolution within the said period of thirty days.
Electronic Voting (e-voting)
Introduction:
Electronic voting (e-voting) is a term encircling several different types of voting, implementing both electronic means of casting a vote and electronic means of counting votes.
Electronic voting technology can include punched cards, optical scan voting systems and specialized voting kiosks (including self-contained direct-recording electronic voting systems, or DRE). It can also involve transmission of ballots and votes via telephones, private computer networks, or the Internet.
In general, two main types of e-Voting can be identified:
- e-voting which is physically supervised by representatives of governmental or independent electoral authorities (e.g. electronic voting machines located at polling stations);
- remote e-Voting where voting is performed within the voter’s sole influence, and is not physically supervised by representatives of governmental authorities (e.g. voting from one’s personal computer, mobile phone, television via the internet)
Shareholders of a Company have been expressing their assent or dissent for the resolutions requiring their approval by way of voting. It is impossible for the shareholders of the company to be present physically for every general meeting, so “Passing of Resolutions by Postal Ballot” under section 192A was introduced in the Companies Act, 1956 along with The Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.
Now the Companies Act,2013 has introduced new provision, voting through electronic means under Section 108 read with Companies (Management and Administration) Rules, 2014 .
Voting through electronic means.-
(1) 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.
(2) A member may exercise his right to vote at any general meeting by electronic means and company may pass any resolution by electronic voting system in accordance with the provisions of this rule.
“voting by electronic means’’ or ‘‘electronic voting system’’ means a ‘secured system’ based process of display of electronic ballots, recording of votes of the members and the number of votes polled in favour or against, such that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralized server with adequate ‘cyber security’;
‘‘secured system’’ means computer hardware, software, and procedure that –
(a) are reasonably secure from unauthorized access and misuse;
(b) provide a reasonable level of reliability and correct operation;
(c) are reasonably suited to performing the intended functions; and
(d) adhere to generally accepted security procedures.
“Cyber security” means protecting information, equipment, devices, computer, computer resource, communication device and information stored therein from unauthorised access, use, disclosures, disruption, modification or destruction.
Procedure to be followed by the Company:
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 procedure, namely;
(i) the notices of the meeting shall be sent to all the members, auditors of the company, or directors either -
(a) by registered post or speed post ; or
(b) through electronic means like registered e-mail id;
(c) through courier service;
(ii) 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;
(iii) 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;
(iv) 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;
(v) 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:-
(a) statement that the business may be transacted by e- 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
(g) contact details of the person responsible to address the grievances connected with the electronic voting;
(vi) the e-voting shall remain open for not less than one day and not more than three days.
In all such cases, such voting period shall be completed three days prior to the date of the general meeting.
(vii) 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.
Once the vote on a resolution is cast by the shareholder, he shall not be allowed to change it subsequently.
(viii) at the end of the voting period, the portal where votes are cast shall forthwith be blocked.
(ix) 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.
(x) the scrutinizer shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority;
(xi) 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;
(xii) 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;
(xiii) 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.
(xiv) 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;
(xv) subject to receipt of sufficient votes, the resolution shall be deemed to be passed on the date of the relevant general meeting of members
e-voting Platform Service Agencies:
In order to hinder the problems faced with the postal ballot, NSDL and CDSL ventures ltd (CVL) has developed an internet based e-voting platform which enables the shareholders to vote electronically in a convenient manner.
Particulars | Agency-1 | Agency-2 |
Name of the agency | NSDL | CDSL ventures ltd (CVL) |
Website Id | ||
E-mail Id |
Features:
- For providing e-voting service platform, a certificate is required to be obtained by any agency from Standardization Testing and Quality Certification (STQC) Directorate, Department of Information Technology, Ministry of Communication and IT, Government of India, New Delhi. At Present NSDL and CDSL are providing e-voting platform, after obtaining necessary certifications.
- Data of all the Shareholders will be provided to the agency providing e-voting platform company
- Agencies providing such e-voting platform shall ensure that the process for e-voting is explained in the e-voting platform along with necessary “FAQs” and shall also ensure that the draft resolutions, explanatory statement and other annexures, if any, sent to the shareholders are displayed prominently in the concerned page of the e- voting platform.
- User ID and Password will be provided to the shareholders by the agency providing e-voting platform.
- In case of Joint Shareholding e-voting option will be available only to the First Shareholder.
- Time limit available for e-voting and postal ballot method will be the same.
- Voting on selective resolution will be permitted.
- E-Voting facility will be available to shareholders holding shares in physical form as well as in Demat Form.
- Presently there is no charge for e-voting.
Process of e-voting-For the company:
- Every listed company or a company having not less than one thousand shareholders shall choose any one of the agencies, which is currently providing e-voting platform for this purpose.
- The company through its Register and Transfer Agent (RTA) will set up the e-voting schedule on the website and upload the resolutions on which voting is required and generate the Electronic Voting Sequence Number (EVSN) / Electronic Voting Even Number.(EVEN)
- The Company will then upload the Register of Members in the specified file format.
- CDSL/NSDL will generate the password for each shareholder and print the same in a secured manner, which is to be sent to all the shareholders.
- The company wi
- ll then communicate the password, EVSN /EVEN and the procedure for e-voting along with the notice of resolution to all the shareholders.
- After the voting period is over, the e-voting system will provide to the scrutinizer, a report containing the shareholder wise details of vote done, for the records of the company.
Process of e-voting -For the Shareholders:
- The shareholders can login to the e-voting system using their user –id (i.e,demat account number/folio number),PAN and password.
- After logging in, demat shareholders will have to confirm their personal details and compulsorily change their password. This password can be used by demat shareholders for voting on resolutions of any other company in which they are eligible to vote.
- During the voting period, the shareholders can visit the e-voting website and select the relevant EVSN/EVEN/company for voting.
- Shareholders can view the detailed resolutions on the website and cast their vote available for voting.
santhosh kumar
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