Todays Overview Overview of E-Voting 1 An Analysis of the 2 - PowerPoint PPT Presentation

Today’s Overview Overview of E-Voting 1 An Analysis of the 2 Amendment & Its Implications Presentation Title Presentation by Your company name CS. B. Narasimhan At WIRC on 16 th May 2015 7/9/2015 1

AB TAK CHAPAN (1956) • ABSE THERA (2013) • LAWYERS DELIGHT??? • Previous year total confusion • Different practices followed • Different interpretations were possible • Clarification issued confounded the confusion 2 7/9/2015 2

• Only e-voting and no voting at meeting. • E-voting coupled with consent form sent along with Notice (Interpretation of clause 35B) • E-voting coupled with consent form sent along with Notice (Interpretation of clause 35B) and voting through poll at meeting • E-voting coupled with voting at meeting form MGT 12. • Multiple SR based on circumstances 3 7/9/2015 3

CIRCULAR DATED 17 TH JUNE 2014 ISSUED BY MCA A CRITICAL ANALYSIS 7/9/2015 4

MCA CIRCULAR DATED 17 TH JUNE  Corporate and stakeholders expressed practical difficulties  Need for clarity on matter like demand for poll/postal ballot etc will take more time  Hence not mandatory till 31 st December 2014  THE MCA THEN PROCEEDS TO SAY THAT WITH THE PURPOSE TO ENSURE UNIFORMITY ON E-VOTING PROCEEDURE AND THE NEED FOR CLARITY ON CERATIN ISSUES GIVES SOME GUIDANCE ???????  7 ITEMS ARE COVERED BY MCA 7/9/2015 5

MCA CIRCULAR DATED 17 TH JUNE  Item no (i)….. Voting by show of hands disallowed if there is e-voting followed by the Company  Item no (ii)…. Shareholders who have voted through e-voting means shall not be debarred to be physically present at the meeting but cannot vote in the meeting…. Does this mean the MCA is visualizing voting at the meeting????  Item no (iii) Clarified that rule 22(16) cannot be considered along with items being considered under rule 20 in view of clear cut provisions under Sec 110(1)(a) 7/9/2015 6

MCA CIRCULAR DATED 17 TH JUNE  Item no (iv)….. Clarified that companies which are covered under section 108 read with rule 20 the provisions relating to demand for a poll would not be relevant…. What would this mean???? No poll can be demanded by the shareholders u/s 109 !!!!!!! Not even suo motto by the Chairman !!!!!!  Item no (v)….Where a shareholder is unable to participate can he exercise votes physically ?? Permissibility of voting by postal ballot under rule 20 would not be available. Would this mean an assent/dissent form is not required ???? 7/9/2015 7

MCA CIRCULAR DATED 17 TH JUNE  Item no (vi)….. Manner of voting by shareholders present in the meeting…. Clarified that e- voting is on the basis of “one -share one- vote” THE CHAIRPERSON SHALL REGULATE THE MEETING ACCORDINGLY  This opens up the possibility of a poll and nothing else…..  While demand for a poll is said to be irrelevant under (iv) the only recourse possibly could be for the Chairman to call for a poll suo motto 7/9/2015 8

MCA CIRCULAR DATED 17 TH JUNE  Item no (vii)….Clarified that rule 20(3) will be aligned with rule 20(1) and the ambiguity that rule 20 is optional for companies not covered under rule 20(1) is not the case  Clarified further that those companies who do adopt this on a voluntary basis will have to comply in full  Item no (i) to (vii)…. WHERE DOES THIS LEAD US ALL TO…..MORE CONFUSSION 7/9/2015 9

VOTING THROUGH REMOTE VOTING & ELECTRONIC OR PHYSICAL VOTING AT THE VENUE ADVANTAGE Companies and PCS & other professionals 7/9/2015 10

ELECTRONIC VOTING APPLICABILITY AND DEFINITIONS (RULE 20 REPLACED…. NEW RULE 20 to be read COMBINED WITH RULE 18 & 21 OF COMPANIES MANAGEMENT AND ADMINISTRATION RULES) 7/9/2015 11

Electronic Voting System- Applicability  Applicable for  All Listed entities AND Companies having not less than 1000 shareholders  Not applicable for SME & ITP Exchange (Chapter XB & XC) including > 1000?????  For all general meetings, where Notices are issued after 19 th March 2015 7/9/2015 12

Electronic Voting System- Applicability  AGM and EOGM  AGENCY defined in Rules (NSDL/CDSL/KCPL)  Karvy Computershare the only RTA to get certified  “cut - OFF date” means a date not earlier than seven days before the date of general meeting for determining the eligibility to vote by electronic means OR in the general meeting 7/9/2015 13

Electronic Voting System- Definitions  COD has to be within 7 days of Meeting  Download Issues for Companies????  The need to vote at meetings indicated clearly  Obviously there will be no show of hands  Show of hands under section 107 only for election of Chairman 7/9/2015 14

Electronic Voting System- Definitions  “cyber security” protecting information  “electronic voting system”.. Recording of ballots electronically  “remote e - voting” use of a electronic voting system other than at the venue of the meeting 7/9/2015 15

Electronic Voting System- Definitions  “voting by electronic means” includes remote voting and voting at general meetings through electronic voting system which may be the same used for remote voting  This recognizes voting at meetings both electronically and through physical means 7/9/2015 16

Electronic Voting System- Definitions  “ A secured System”… Computer hard and Software………  No unauthorized access and misuse  Reliability and correct operation  Suited for performing the intended functions  Adhere to accepted security procedure 7/9/2015 17

ELECTRONIC VOTING NOTICE OF MEETING 7/9/2015 18

Electronic Voting System – Notice of Meeting  Notices to be sent to Auditors and Directors and Members BY  Registered or Speed post  Electronic means … registered email id obtained from Depository  Refer rule 18 (3) (i) to (viii)………….  Effort to be made every year  Subject line in email 7/9/2015 19

Electronic Voting System – Notice of Meeting  If attachment non editable reference to relevant software for downloading  System to produce confirmation  Record of each recipient  Failed transmissions and proof resending  Company not responsible for failed transmission 7/9/2015 20

Electronic Voting System – Notice of Meeting  Can be done through RTA or in- house or 3 rd Party  Through Uniform Resource Locator URL  Through Courier service ( There has been lot of complaints last year)  Notice on the website of Company and the Agency appointed for this purpose of electronic voting 7/9/2015 21

Electronic Voting System – Notice of Meeting  Notice to mention that e-voting is being provided  Voting by electronic means or physical ballot should be provided at the venue  Only those members who had not participated through remote e- voting can vote at the GM  However they can attend the meeting 7/9/2015 22

Electronic Voting System – Notice of Meeting  NOTICE TO INDICATE  Process and manner of electronic voting  Detail time schedule and the period available for remote e-voting (in the past 1 to 3 days even PB for 3 days??)  Provide Log in id and PW  Process for generating or receiving PW for casting the vote 7/9/2015 23

Electronic Voting System – Notice of Meeting  Basically to provide facility to shareholders holding shares as on COD to vote  On completion of despatch Publish Advertisement  21 days prior to meeting date  In vernacular newspaper where RO situated  In English “having country -wide circulation” 7/9/2015 24

Electronic Voting System – Notice of Meeting  Notice Published to specify the following  Business to be transacted thro’ E - voting  Date and time of commencement e- voting  Date and time of end of remote e- voting 7/9/2015 25

Electronic Voting System – Notice of Meeting  The “Cut - Off date”  The manner of voting by members who acquire shares after mailing Notice  How to obtain log in ID and PW for subsequent shareholders  HOW WOULD THE SERVICE PROVIDERS MEET THIS CHALLENGE??????  SP creates log in id and PW!!!!! 7/9/2015 26

Electronic Voting System – Notice of Meeting  Remote e-voting not allowed beyond that said date & time minimum 3 days (maximum it could be 6 days)  Manner of members present at the meeting to vote  Not allowed to vote if already remote e- voted  Eligibility will be ROM as of COD  Suggest cut-off date could be Friday to coincide with benpos download 7/9/2015 27

Electronic Voting System – Notice of Meeting  Any other day (check regarding charges)  In my view not applicable, since it is a mandatory download there should be no charges????  Provide one day for upload to Agency  Maximum remote voting could be 6 days!!!!!  RTA to provide data as of COD 7/9/2015 28

Electronic Voting System – Notice of Meeting  Does not talk of sending email for add on holders as of COD  Website address of the company  Name, designation, email id, phone no, of the contact person to address grievance relating to e-voting  Notice to be placed on Companies and Agency’s web site. 7/9/2015 29

ELECTRONIC VOTING PROCESS FOR REMOTE VOTING AND VOTING AT MEETINGS 7/9/2015 30