Corporate Affairs Circular No: 20/2014 (17-Jun-14) Clarification with regard to voting through electronic means - reg
To
All Regional Directors,
All Registrars of Companies, All Stakeholders.
Sir,
Section 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules, 2014 deal with the exercise of right to vote by members by electronic means (e-means). The provisions seek to ensure wider shareholders participation in the decision making process in companies. Corporates and other stakeholders while appreciating the new approach have drawn attention to some practical difficulties in respect of general meetings to be held in the next few months.
2. The suggestions received from the stakeholders have been examined. It is noticed that compliance with procedural requirements, engagement of Depository Agencies and the need for clarity on matter like demand for poll/ postal ballot etc. will take some more time. Accordingly, it has been decided not to treat the relevant provisions as mandatory till 31st December, 2014. The relevant notification in this regard is being issued separately.
3. To provide clarity and ensure uniformity in the e-voting procedure, clarifications on certain issues raised by the stakeholders are provided in the Annexure to this circular for guidance of all concerned.
This issues with the approval of the competent authority.
[1/34/2013-CL-V]
Yours faithfully
KMS Narayanan
Assistant Director
Copy to:-
1. e-Governance Section and Web Contents Officer to place this circular on the Ministry's website
2. Guard File
Annexure
Clarifications on issues associated with e-voting Procedure
(i) Show of hands not to be 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):- Stakeholders 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...
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