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Microlesson · 5-min read

Voting Through Electronic Means / E-Voting (Section 108)

# E-Voting (Voting Through Electronic Means) — Section 108

## Meaning

E-voting allows members to cast their votes electronically on resolutions at general meetings, including from a remote location before/during the meeting.

## Applicability

Mandatory e-voting facility must be provided by:

1. Every listed company (equity shares listed on a recognized stock exchange), AND

2. Every company with 1,000 or more members.

## Exceptions — E-Voting NOT Required

  • Nidhi companies, OR
  • Enterprises/institutional investors as per SEBI (ICDR) Regulations

## Important Definitions

TermMeaning
Cut-off DateA date not earlier than 7 days before the general meeting; determines voting eligibility
Electronic Voting SystemSecure, system-based process to display ballots, record/count votes, and store results on a secure central server
Cyber SecurityProtection of information & systems from unauthorized access, disruption, or destruction
Remote E-VotingE-voting from anywhere, outside the meeting venue, before the meeting
Secured SystemProtected from unauthorized access; reliable; suited to function; adheres to accepted security procedures

## Types of Electronic Voting

1. Remote e-voting — Before the meeting from any location

2. E-voting at the meeting — Using the same electronic system

## Key Principle

  • A member who has voted via remote e-voting cannot vote again at the meeting.
  • However, such member may still attend the meeting.

## Why E-Voting Matters

  • Increases shareholder participation, especially for geographically dispersed members
  • Ensures transparency, accuracy, and audit trail of voting

Worked example

### Example 1

Example: Sunshine Ltd. is a private unlisted company with 850 members. Is e-voting mandatory?

Solution: No. E-voting is mandatory only if the company is (a) listed OR (b) has 1,000 or more members. Sunshine Ltd. fails both criteria, so e-voting is not mandatory.

⚠️ Common exam mistakes

  • Applying e-voting to all listed companies including listed debt-only — only equity-listed companies are covered
  • Confusing 'cut-off date' (≥7 days before meeting) with 'record date'
  • Forgetting that Nidhi companies are exempt
  • Believing e-voters can vote again at the physical meeting — they cannot
Reference: Sec 108 / Rule 20 — Companies Act, 2013 + Rule 20 of Companies (Management and Administration) Rules, 2014
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