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Introduction:

Electronic voting (also known as 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:

a. e-voting which is physically supervised by representatives of governmental or independent electoral authorities (e.g. electronic voting machines located at polling stations);

b. 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.

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.

e-voting Platform Service Agency:

Particulars

Agency-1

Agency-2

Name of the agency

NSDL

CDSL ventures ltd (CVL)

Website Id

www.evoting.nsdl.com

http://www.evotingindia.com/

E-mail Id

Helpdesk@nsdl.co.in ; evoting@nsdl.co.in

helpdesk.evoting@cdslindia.com.

SEBI’s Circular - CIR/CFD/DIL/6/2012

Section 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 (the Rules) obligates the listed companies to conduct certain businesses only by way of postal ballot. The Companies Act and the Rules also permit the companies to pass any other business through postal ballot apart from those businesses which are to be transacted mandatorily through postal ballot. Further, SEBI (Buy Back of Securities) Regulations, 1998, SEBI (Delisting of Equity Shares) Regulations, 2009, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 require listed companies to pass certain additional businesses through postal ballot.

As per section 192A, a postal ballot also includes voting by electronic mode. It had been the endeavor of the Central Government to provide wider participation of shareholders in decisions of the companies through electronic voting process. Hon’ble Finance Minister in his budget speech for FY 2012-13 has also proposed for providing opportunities for wider shareholder participation in important decisions of the companies through electronic voting (e-voting) facilities, besides existing process for shareholder voting

In order to implement the aforesaid and to enable wider participation of shareholders in important proposals, it has been decided to mandate the listed companies to enable e-voting facility also to their shareholders, in respect of those businesses which are transacted through postal ballot by the listed companies. To begin with, this requirement shall be applicable to top 500 listed entities at BSE and NSE, chosen based on the market capitalization.

In order to effectively implement the process of e- voting,:

(a) the concerned listed companies shall choose any one of the agencies, which is currently providing e-voting platform for this purpose

(b) 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.

Insertion of new clause in the listing agreement:

In order to give effect to the idea of e-voting, SEBI has decided to amend the Listing Agreement. A New Clause 35B will be inserted after the existing Clause 35A. The new clause 35B read as follows:

"35B. (i) The issuer agrees to provide e-voting facility to its shareholders, in respect of those businesses, which are transacted through postal ballot. Such e-voting facility shall be kept open for such period specified under the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 for shareholders to send their assent or dissent.

(ii) Issuer shall continue to enable those shareholders, who do not have access to e-voting facility, to send their assent or dissent in writing on a postal ballot pursuant to the provisions of the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 or amendments made thereto.

(iii) Issuer shall utilize the service of any one of the agencies providing e-voting platform, which is in compliance with conditions specified by the Ministry of Corporate Affairs, Government of India, from time to time.

(iv) Issuer shall mention the Internet link of such e-voting platform in the notice to their shareholders."

The amendment as specified above shall be applicable for the shareholders’ meetings, for which notices are issued on or after October 01, 2012.

Features:

a. 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.

b. Data of all the Shareholders will be provided to the agency providing e-voting platform company

c. User id and password will be provided to the shareholders by the agency providing e-voting platform.

d. In case of Joint Shareholding e-voting option will be available only to the First Shareholder.

e. Time limit available for e-voting and postal ballot method will be the same.

f. Voting on selective resolution will be permitted.

g. E-Voting facility will be available to shareholders holding shares in physical form as well as in Demat Form.

h. Presently there is no charge for e-voting.

Process of e-voting:

For the company:

a. 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)

b. The Company will then upload the Register of Members in the specified file format.

c. 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.

d. The company will then communicate the password, EVSN /EVEN and the procedure for e-voting along with the notice of resolution to all the shareholders.

e. 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.

For the Shareholders:

a. The shareholders can login to the e-voting system using their user –id (i.e,demat account number/folio number),PAN and password.

b. 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.

c. During the voting period, the shareholders can visit the e-voting website and select the relevant   EVSN/EVEN/company for voting.

d. Shareholders can view the detailed resolutions on the website and cast their vote available for voting.

Advantages of e-Voting:

To the Company/Registrar and Share Transfer Agents

a. Reduction in cost and paperwork.

b. No need to store physical ballot papers.

c. Accurate counting of votes.

d. Declaration of results in a very short time.

e. No need to verify the signatures.

To the Shareholders:

a. Invalid votes cannot be casted and also votes won't be lost in transit.

b. Voting can be done from anywhere.

c. Sufficient time will be available for voting as it can be casted even on the last day.

d. Voting can be done for different companies at the same time.

e. Increase of transparency

f. Increase of participation in the decision making process

Disadvantages of E-Voting:

a. There may be a chance of misuse of user Id and Password of the shareholders, if it is fallen into wrong hands.

b. Lack of awareness among the shareholders about the new process of e-voting

c. It has to be ensured that the entire process of e-voting is not subject to any kind of manipulation.

d. Correct Data of Shareholders will have to be provided by the Registrar and Share Transfer Agents or the Company to the agency providing e-voting platform otherwise a shareholder may not get his user Id and password and thus may not be able to cast his vote.

e. No option is available to the shareholders to modify the casted vote.

Conclusion:

In some of the foreign countries mobile voting are allowed for the parliamentary elections. Estonia has become the first country in the world to allow its citizens to cast their votes in the parliamentary elections with their mobile phones.

As the mobile phones are now considered as one of the mandatory device and became a “Sixth finger” to everyone, SEBI may consider for amendment of listing agreement and include the Mobile voting under the course of Electronic voting. The shareholders may find it very easy to cast their vote by just sending a text message(from their registered mobile number) to the company’s “Toll free number” by mentioning the resolution sequence number and the details of assent or dissent.

The Company has to appoint one administrator to monitor the entire mobile voting process and he or she should be responsible for the results of mobile voting.

On the whole electronic voting replaces the Postal ballot process and saves time and cost of the company .It also helps the shareholders to case their vote from anywhere and at anytime.

In the e-voting process, role of scrutinizer will go under exemplar shift as there will be no physical collecting and counting of ballot papers, verification of signatures and rejection of invalid votes, if any .The main responsibility is on the part of scrutinizer who should take care of the e-voting process.


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Category Corporate Law, Other Articles by - CS M.Kurtrala Nathan 



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