PPT ON e-voting and modes of resolution by MAHESH MT.pptx

this contains slides on procedure for e -voting in company general meetings - resolutions and its types

1. Practical Formalities and Procedural Compliances (For CCA) Mahesh MT

2. Contents Virtual Meeting of the Shareholders and voting through electronic means Rules regarding E-Voting Resolutions Poll (Section 109)

3. Virtual Meeting of the Shareholders and voting through electronic means Provision for E-Voting was introduced by the Companies Act 2013. Procedure for E-Voting is governed by Companies Rules. The following companies should provide the facility for E-Voting at General meeting I) Every listed company or II) A company having not less than 1000 shareholders.

4. Types of E-Voting VOTING  THROUGH ELECTRONIC MEANS I) E-Voting which is physically supervised. II) Remote E-Voting

5. E-Voting VOTING  THROUGH ELECTRONIC MEANS A member may exercise his right to vote at any general meeting. A company may pass any resolutions. To facilitate e-voting ,an internet based e-voting platform is provided by NSDL and CDSL NSDL - N ational S ecurities D epository L imited (Depository of NSE) CDSL - C entral D epository S ervices L imited (Depository of BSE)

6. Rules regarding e-voting

7. Rules regarding e-voting 1. Secured system 'Secured system means computer hardware, software and procedural that - Are reasonably secure from unauthorized access and misuse. Provide reasonable level of reliability and correct operation. Are reasonablu suited to performing the intended functions and Adhere to generally accepted security procedure.

8. Rules regarding e-voting 2. Notice The notices of the meeting shall sent to all members, auditors and every director either by- Registered post or speed post. Through registered email id Through courier service

9. Rules regarding e-voting 3. Advertisement in newspaper It should be published at least 21 days before the date of the meeting. It should contain- Statement tht business many be transacted by e-voting. The date of completion of sending notices. The date and time of commencement and end of e-voting. Statement that voting shall not be allowed after the said date Website address of the company where notice is displayed. Contact details to address the grievances ,if any.

10. Rules regarding e-voting 4. Duration of voting facility The e-voting facility for remote e-voting shall remain open for not less than three days and shall close at 5.00 pm on the date preceding the date of the general meeting.

11. Rules regarding e-voting 5. Scrutinizer The Board of directors shall appoint one person to scrutinize the e-voting process in a fair and transparent manner. He shall not be an employee of the company. He may be a CA/CS/Cost Accountant/ Advocate

12. Rules regarding e-voting 6. Counting At General meeting, once the discussion is over, chairman shall allow voting with the assistance of scrutinizer. Once the voting is over, scrutinizer shall first count the votes cast at the meeting, then unblock the votes cast through remote e -voting. Thereafter scrutinizer shall give consolidated report specifying the total votes cast in favour or against to the chairman. The chairman or a person authorised by him in writing shall declare the results of the voting.

13. Rules regarding e-voting 7. Register of votes The scrutinizer shall maintain a register either manually or electronically to record the assent or dissent received, mentioning the particulars of the members, no. of shares held by them, nominal value and whether the shares have differential voting rights.

14. Rules regarding e-voting 8. Publication of results The results declared along with the report of the scrutinizer shall be placed on the website of the company. A listed company should give the results to stock exchange concerned for placing it on their website.

15. Rules regarding e-voting 9. Passing of resolution Subject to the receipt of sufficient votes, the resolution shall deemed to be passed on the date of the relevant general meeting of the members.

16. RESOLUTIONS The formal decision of a meeting on any proposal before it. A motion which has been passed at the meeting of the company. The proposed motion should be passes by the requisite mejority . RESOLUTIONS

17. Types of Resolutions RESOLUTIONS I) Ordinary resolutions. 2) Special resolutions. 3) Resolutions requiring special  notice. 4) Resolution by postal ballot

18. ORDINARY RESOLUTION A motion which has been passed by a simple majority of members present at the meeting entitled to vote personally or by proxies. It relates to ordinary business to be conducted at the meeting which are of routine nature. Notice need not specify intention to move ordinary resolution. It does not require filing with the registrar.

19. SPECIAL RESOLUTION A motion which has been required to be passed , in case the matter is of a serious nature. A three-fourth majority is required to pass special resolution. Notice must specify the intention to propose the resolution as a special resolution A certified copy must be filed with the registrar with in 15 days.

20. SPECIAL RESOLUTION A special resolution is necessary in the following cases. Change in the name of the company. Change in the registered office from one state to another state. Change in the object clause. Alteration of Articles of Association. Reduction of share capital Voluntary winding up.

21. RESOLUTION REQUIRING SPECIAL NOTICE (Sec.115) The members of the company wish to move resolution at the meeting. Members holding should not be less than 1% of the total voting power or holding shares on which such aggregate sum not exceeding five lakh rupees has been paid up. They are required to give a special notice of their intention to move a resolution in accordance with Companies Act 2013.

22. RESOLUTION BY POSTAL BALLOT ( Sec. 110) Applicable to companies which are listed in stock exchanges. These companies shall pass resolutions by postal ballot with respect to such matters as the central govt. May by notification declare to be conducted only by postal ballot. The company shall sent notice to members. It should sent within a period of 30 days. If required majority gives assent to resolution, it shall deemed to have been duly passed.

23. Poll (Section 109) Before declaration of results of the voting by show of hands, chairman on his own initiative may order poll. Provisions regarding Poll Withdrawal of demand (at any time by the person who demanded poll) Time of taking poll- within 48 hours Right of members to vote differently. Scrutinizers at poll.

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