# Voting Through Electronic Means (E-Voting)

## Applicability

E-voting is mandatory for:

All listed companies (other than those listed on Chapter XB/XC of SEBI — i.e., SME exchanges), OR
A company having more than 1,000 shareholders

Such companies must provide a facility for members to vote by electronic means.

## Procedure for E-Voting

### 1. Notice Requirements

Notice shall be given to all members, directors, and auditors
Notice to be placed on the company's website
Notice must clearly indicate:
That facility for voting by e-means is provided
That members who have voted by remote e-voting may also attend the meeting (but cannot vote again)
Process and manner of voting
Time schedule, login credentials, password procedure

### 2. Public Advertisement

Advertisement in newspapers at least 21 days before the meeting:

One in English newspaper
One in local language newspaper
Posted on company's website

### 3. Remote E-Voting Period

Shall remain open for not less than 3 days
Shall close at 5:00 PM on the date preceding the date of the General Meeting

### 4. Voting Process Rules

(a) During the remote e-voting period, shareholders may opt for remote e-voting

(b) Once a vote on a resolution is cast, the member cannot change it subsequently or cast the vote again

### 5. Withdrawal

Resolution to be considered through e-voting CANNOT be withdrawn.

## Scrutinizers

### Who Can Be Appointed?

Chartered Accountant (CA)
Cost Accountant
Company Secretary (CS)
Advocate

### Restriction

The scrutinizer shall NOT be an employee of the company.

### Duties of Scrutinizers

1. Counting the votes

2. Reporting to the Chairman

3. Maintaining the Register of votes

4. Safe custody of all papers

5. Declaring results on the website after approval by Chairman

## Key Takeaway

E-voting brings democracy and convenience together but adds procedural rigor — multiple notices, fixed 3-day window, and independent scrutinizers ensure integrity.

Worked example

### Example 1

Example 1 — Applicability:

ABC Ltd. is an unlisted company with 850 shareholders. Is e-voting mandatory?

Solution: No. The threshold is more than 1,000 shareholders OR being listed. ABC Ltd. is neither listed nor has >1,000 shareholders, so e-voting is not mandatory.

### Example 2

Example 2 — Voting Window:

XYZ Ltd.'s AGM is scheduled for 30th September at 10 AM. When must the remote e-voting period close?

Solution: Remote e-voting shall close at 5:00 PM on 29th September (date preceding meeting) and must have been open for at least 3 days, i.e., opened by latest 26th September.

⚠️ Common exam mistakes

Applying e-voting mandate to small unlisted companies — only mandatory if listed or >1,000 shareholders
Allowing a member who voted electronically to re-cast at the meeting — once cast, vote cannot be changed
Appointing an employee as scrutinizer — strictly prohibited
Forgetting the 5 PM cutoff on the day preceding the meeting
Allowing withdrawal of a resolution placed for e-voting

Bare-Act text Section 108 read with Rule 20 · Companies Act, 2013 / Companies (Management and Administration) Rules, 2014 · click to expand

Every company having such number of members as may be prescribed shall provide to its members facility to exercise their right to vote at general meetings by electronic means.

Now that you've read this — what's next?

Move from understanding → mastery in 3 clicks. Each option below picks up from this lesson's topic.

🔥 Drill 5 Qs on this → ✍️ Adaptive practice →