# Voting through Electronic Means [Section 108 read with Rule 20 of Management & Administration Rules, 2014]

Section 108 introduces e-voting for certain prescribed companies. Members may exercise voting rights remotely through a secured electronic system, eliminating the need to be physically present.

## Which Companies MUST Provide E-Voting?

A company is mandated to offer e-voting if it satisfies BOTH conditions:

1. Equity shares listed on a recognised stock exchange, AND

2. Not less than 1,000 members.

## Exempted Entities

Nidhi companies (mutual benefit deposit-lending bodies — see Explanation I);
Enterprises or institutional investors referred to in Chapter XB / Chapter XC of SEBI (ICDR) Regulations, 2009.

## Critical Definitions [Explanation II to Rule 20(2)]

Term	Meaning
Cut-off date	Date not earlier than 7 days before the general meeting, used to determine eligibility to vote
Cyber security	Protection of information, devices, computer resources from unauthorised access, use, disclosure, disruption, modification or destruction
Electronic voting system	Secured system based process displaying electronic ballots, recording votes & numbers for/against, registering & counting in a centralised server with cyber security
Remote e-voting	Casting votes using electronic voting system from a place other than the venue of the general meeting
Secured system	Computer hardware, software, procedure that (a) is reasonably secure from unauthorised access, (b) is reasonably reliable, (c) suits its intended functions, (d) adheres to generally accepted security procedures
Voting by electronic means	Includes both remote e-voting and voting at the meeting through an electronic voting system

## Mandatory Procedure for E-Voting Companies

### Step 1: Send Notice of Meeting

The notice must reach all members, directors and auditors by any one of:

Registered post / speed post; OR
Electronic means (registered e-mail ID of recipient); OR
Courier service.

### Step 2: Place Notice on Website

The notice must be placed on:

The company's website (if any);
The e-voting agency's website

immediately after dispatch to members.

### Step 3: Notice Content — Must Clearly State

(a) The company is providing e-voting facility and business may be transacted through such voting;

(b) Facility for voting (electronic / ballot / polling paper) will also be available at the meeting, and members attending who have not already voted by remote e-voting may exercise their right at the meeting;

(c) Members who have already cast vote by remote e-voting prior to the meeting may still attend but cannot vote again.

## Rule 20(1) Trigger

E-voting rules apply to general meetings whose notices are issued on or after the date of commencement of Rule 20.

## Key Pedagogical Points

Cut-off date is a 'snapshot': Only members on the register on the cut-off date may vote (whether by remote e-voting or at the meeting).
Remote e-voter retains attendance right — counts for quorum (per SS-2) but cannot re-vote.
E-voting can run before (remote) AND at the meeting.

Worked example

### Example 1

Q: XYZ Ltd is listed on BSE and has 850 members. Is it required to offer e-voting?

A: No. Both conditions must be satisfied: listing AND minimum 1,000 members. XYZ has only 850 members, so it falls below the threshold. (Voluntary adoption is not barred, but it is not mandatory.)

### Example 2

Q: ABC Ltd, mandated to provide e-voting, holds its AGM on 15 June. What is the latest permissible cut-off date for determining e-voting eligibility?

A: The cut-off date must be not earlier than 7 days before the meeting. So the earliest acceptable cut-off would be 8 June (7 days before 15 June).

### Example 3

Q: Mr. P cast his vote on a resolution through remote e-voting on 10 June. The AGM is held on 15 June. Can he attend the meeting? Can he vote again at the meeting?

A: Yes, Mr. P can attend the meeting — he retains the right of attendance, and his presence counts for quorum. But he cannot vote again at the meeting (no double voting). The notice of meeting must inform members of this position.

⚠️ Common exam mistakes

Assuming all listed companies must provide e-voting — only listed companies with ≥1,000 members are mandated.
Forgetting that Nidhi companies and certain SEBI Chapter XB/XC entities are exempt.
Setting a cut-off date earlier than 7 days before the meeting — violates Explanation II(ii).
Believing remote e-voters cannot attend the meeting — they can attend (and count for quorum) but cannot re-vote.
Ignoring the requirement to also place the notice on the e-voting agency's website (not just the company's).
Skipping any of the three notice-content disclosures in (a)/(b)/(c) — these are mandatory under Rule 20.

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

Section 108: The Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by the electronic means. Rule 20(2): Every company which has listed its equity shares on a recognised stock exchange and has not less than one thousand members shall provide to its members facility to exercise their right to vote on resolutions proposed to be considered at a general meeting by electronic means. Provided that a Nidhi, or an enterprise or institutional investor referred to in Chapter XB or Chapter XC of the SEBI (ICDR) Regulations, 2009 is not required to provide the facility to vote by electronic means.

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Voting through Electronic Means (Section 108 & Rule 20)

Worked example

⚠️ Common exam mistakes