# Voting through Electronic Means (E-voting)
## Overview
E-voting allows members of a company to cast their votes electronically on resolutions, both before the meeting (remote e-voting) and during the meeting itself. This is governed by Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014.
## Key Concepts You Must Know
### 1. What the Notice Must Contain
The notice of the meeting where e-voting is offered must:
- Indicate the process and manner for voting by electronic means
- Specify the time schedule (period during which votes may be cast via remote e-voting)
- Provide login ID details
- Specify the process for generating/receiving the password and casting votes securely
### 2. Public Notice (Advertisement) Requirements
After dispatch of notices, the company must publish a public advertisement:
| Requirement | Details |
|---|---|
| When | Immediately after dispatch but at least 21 days before the general meeting |
| Where | (a) Once in a vernacular newspaper (principal vernacular language of district where registered office is situated, with wide circulation); AND (b) Once in an English newspaper with country-wide circulation |
Mandatory contents of advertisement:
- Statement that business may be transacted through e-voting
- Date and time of commencement of remote e-voting
- Date and time of end of remote e-voting
- Cut-off date
- Manner in which new members (who acquired shares after notice dispatch) may obtain login ID/password
- Statement that:
- Remote e-voting shall NOT be allowed beyond stated date and time
- Manner for voting at meeting
- A member may attend the meeting after remote e-voting but cannot vote again
- Only persons on register of members/beneficial owners as on cut-off date can avail e-voting
- Website address of company and agency
- Contact details of grievance officer
The public notice must also be placed on the website of the company (if any) and of the agency.
### 3. E-Voting Window
- Minimum duration: Not less than 3 days
- Closes at: 5:00 p.m. on the date preceding the date of the general meeting
### 4. The 'No Change, No Re-vote' Rule
- Once a vote is cast via remote e-voting, it cannot be changed
- A member may attend the general meeting after voting electronically, but cannot vote again
### 5. Blocking the Facility
At the end of the remote e-voting period, the facility must be blocked forthwith.
Exception: If the company opts to use the same electronic voting system during the general meeting, the facility may remain operational, but only for members attending who have NOT yet voted via remote e-voting.
### 6. Appointment of Scrutinizer
The Board of Directors appoints one or more scrutinizers who must be:
- Chartered Accountant in practice, OR
- Cost Accountant in practice, OR
- Company Secretary in practice, OR
- Advocate, OR
- Any other person of repute not in employment of the company
The scrutinizer may take assistance of a person (not employed by company) well-versed with the electronic voting system.
### 7. Role of Chairman at the Meeting
The Chairman, at the end of discussion on resolutions, allows voting (with scrutinizer's assistance) by ballot/polling paper or electronic voting system for those members present at the meeting who have NOT voted via remote e-voting.
### 8. Counting of Votes — Sequence Matters!
The scrutinizer must:
1. First, count votes cast AT the meeting
2. Then, unblock votes cast via remote e-voting (in presence of at least 2 witnesses not employed by company)
3. Prepare consolidated report within 3 days of conclusion of meeting
4. Submit report to Chairman (or his authorised person) who countersigns
5. Chairman declares result forthwith
> Secrecy Rule (Explanation): The manner in which members have voted (for/against) remains SECRET and is NOT available to Chairman, Scrutinizer or any other person until votes are cast at the meeting.
### 9. Scrutinizer's Access and Register
- Scrutinizer has access to member details (names, folios, number of shares) of those who voted electronically — but NOT the manner of voting
- Maintains a register (manual or electronic) recording assent/dissent with: name, address, folio/client ID, number of shares, nominal value, whether differential voting rights
- Register kept in safe custody until Chairman signs the minutes, then handed over to company
### 10. Results: Publication and Effective Date
- Results + scrutinizer's report → placed on company's website and agency's website immediately after declaration
- Listed companies: Simultaneously forward results to the stock exchange(s), which must place results on their website
- Date of passing: Resolution deemed passed on the date of the relevant general meeting (subject to requisite votes)
- The 'requisite number' = votes required for ordinary/special resolution under Section 114
### 11. Resolution Cannot Be Withdrawn
A resolution proposed for voting by electronic means cannot be withdrawn.
## Quick Memory Aid: The E-Voting Timeline
```
Notice Dispatched → Advertisement (≥21 days before meeting)
→ Remote e-voting opens (≥3 days)
→ Remote e-voting closes (5 PM, day before meeting)
→ General Meeting + voting by non-e-voters
→ Scrutinizer counts (meeting votes first, then e-votes)
→ Report to Chairman (within 3 days)
→ Result declared & published
```