Section 108 of the Companies Act 2013 along with rule 20 the Companies (Management and Administration) Rules, 2014 deals with the requirements and procedure for Voting through electronic means. As per rule 20, Every listed company or a company having not less than one thousand shareholders, is required to provide to its members the facility of electronic voting at general meetings. However as per circular no 20/2014, Ministry of Corporate Affairs, considering the suggestions received and need for clarifications on matters like demand for poll/postal ballot has decided that these provisions shall not be mandatory till 31/12/2014.
The following clarifications have been given for queries raised by various stakeholders:
Clarifications
on
issues
associated
with
e-voting
pr
ocedure
(i)
Show
of
hands
not
to
he
allowed
in
case
of
e-voting:-
In
view
of
clear provisions
of
section
107,
voting
by
show
of
hands
would
not
be
allowable
in cases
where
rule
20
of
Companies
(Management
and Administration)
Rules,2014
is
applicable.
(ii)
Participation
in
the
general
meeting
after
voting
by
e-means:-
It
is clarified
that
a
person
who
has
voted
through
e-voting
mechanism
in accordance
with
rule
20
shall
not
be
debarred
from
participation
in
the general
meeting
physically.
But
he
shall
not
be
able
to
vote
in
the
meeting again,
and
his
earlier
vote
(cast
through
e-means)
shall
be
treated
as
final.
(iii)
Applicability
of
rule
20
for
matters
specified
under
rule
22(16):
Stakeho!ders
have
asked
whether
matters
specified
under
rule
22(16) (transactions
of
certain
items
only
through
postal
ballot)
can
be
considered in
a
general
meeting
where
e-voting
facility
is
available.
It
has
been examined
and
it
is
stated
that
in
view
of
clear
provisions
of
section
1
1
0(
1
)(a) read
with
such
rule
22(16}
it
would
be
necessary
to
transact
items
specified in
rule
22(16)
only
through
postal
ballot
and
not
at
the
general
meeting.
(iv)
Relevance
of
provisions
relating
to
demand
for
poll:-
In
case
of
companieshaving
share
capital,
voting
through
e-means
takes
into
account
'Proportion principle'
[i.e.
'one
share
-
one
vote1
unlike
'one
person-
one
vote'
principle under
'show
of
hands'.
This
along with
provisions
of
section
107
make
it clear
that
in
case
of
companies
which
are
covered
under
section
108
readwith
rule
20
of
Companies
(Management
and
Administration)
Rules,
the provisions
relating
to
demand
for
poll
would
not
be
relevant.
(v)
Permissibility
of
voting
by
postal
ballot
under
rule
20.-
Stakeholders
have sought
a
clarification
that
in
cases
(covered
under
rule
20)
where
a shareholder
who
is
not
able
to
participate
in
the
general
meeting
personally and
who
is
also
not
exercising
voting
through
e-means
whether
such
a person
shall
have
the
option
to
vote
through
postal
ballot.
The
matter
has been
examined
and
it
is
felt
that
keeping
in
view
the
provisions
of
the
Act such
an
option
would
not
be
available
(vi)
Manner
of
voting
in
case
of
shareholders
present
in
the
meeting: Stakeholders
have
sought
clarity
about
manner
of
voting
for
shareholders
(of a
company
covered
under
rule
20)
who
are
present
in
the
general
meeting.
It is
hereby
clarified
that since
voting
through
e-means
would
be
on
the
basis of
proportion
of
share
in
the
paid-up
capital
or
'one-share
one-vote',
the Chair person
of
the
meeting
shall
regulate
the
meeting
accordingly
(vii)
Applying
rule
20
voluntarily:-
Stakeholders
have
referred
to
words
'A company
which
opts
to'
appearing
in
rule
20(3)
and
have
raised
a query whether
rule
20
is
applicable
to
companies
not
covered
in
rule
20(1).
It is clarified
that
rule
20(3)
is
being
amended
to
align
it
with
rule
20(1).Regarding
voluntary
application
of
rule
20,
it
is
clarified
that
in
case
a company
not
mandated
under
rule
20{
1)
opts
or
decided
to
give
its shareholders
the
e-voting
facility,
in
such
a
case,
the
whole
of
procedure specified
in
rule
20
shall
be
applicable
to
such
a
company.
This
is
necessary so
that
any
piece-meal
application
does
not
prejudice
the
interest
of shareholder.
View circular no.20/2014 >>
Companies (Management and Administration) Rules, 2014 >>
