E-VOTING (Section 108, Rule 20 of Companies (Management and Administration) Rules, 2014. |
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| Applicability of section 108 | Following companies are mandatorily required to provide e-voting facility:
However, it is optional for others. |
APPOINTMENT OF SCRUTINIZER |
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| PURPOSE OF APPOINTMENT | To scrutinize the voting and e-voting process in a fair and transparent manner. |
| ELIGIBILITY FOR APPOINTMENT OF SCRUTINIZER | Following person may be appointed as a Scrutinizer:
The Scrutinizer should not be in employment of the Company and should be a person of repute. |
| BOARD RESOLUTION | The Board is the appointing authority who may appoint one or more scrutinizer.
The Board may even pass the resolution through Circulation or video-conferencing. |
| CONSENT LETTER | The scrutinizer should give a consent letter to the Company stating his willingness and eligibility. |
DUTIES OF SCRUTINIZER |
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| ALLOW ELIGIBLE MEMBERS TO VOTE | The Scrutinizer should make sure that only members who are eligible to vote as on cut-off date shall cast their vote.
[cut-off date: date not earlier than 7 days before the date of General Meeting] |
| ASSIST CHAIRMAN | The scrutinizer shall assist the chairman of the AGM/ GM, to conduct voting by ballot paper/electronically at the AGM/ GM. |
| VALIDITY OF VOTES | If a member who cast a vote physically at the AGM/ GM despite casting his vote through remote e-voting, only his earlier vote shall be considered valid. |
| SECRECY OF VOTES | The assent or dissent of members shall remain secret to the Chairman/ Scrutinizer till the votes are cast at the AGM/ GM. |
| POST VOTING COMPLIANCES | After the conclusion of voting process at the AGM, the Scrutinizer shall:
There is no prescribed format for “Consolidated Scrutinizer’s Report”, however, Form No. MGT-13 is prescribed only under Section 109 of the Companies Act, 2013 (Demand for Poll). |
| MAINTAINING REGISTERS | Maintain register manually or electronically regarding the assent or dissent of the members and their:
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| SAFE CUSTODY | The Scrutinizer should keep the safe custody of all the registers and papers and return the same to the Company only when the Chairman approves and sign the minutes. |
RIGHTS OF SCRUTINIZER |
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| ASSISTANCE | The scrutinizer may take assistance of a person who is:
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MISCELLANEOUS |
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| TIMELINES |
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| Polling in the AGM/ GM | In the AGM/ GM, voting may be done through polling method which includes polling by way of polling paper or through electronic mode. |
| Addressing Grievances | The Scrutinizer should check whether the grievances of the members regarding e-voting are addressed properly by the concerned person. |
| Voting by Shareholders holding physical shares | Even the shareholders not holding shares in a demat form, can also vote electronically. |
| Quorum | Quorum in case of Public Company:
Quorum in case of Private Company: 2 members As per our understanding, a person who has cast his vote through remote e-voting and also present in the AGM/ GM, shall be counted for the purpose of quorum. However, he will not be eligible to vote again. |
