Provisions related to Management and Administration – Part 3
Voting through electronic means

1. Listed Co. or Company having 1000 or more shareholders shall provide the facility to vote at general meetings by electronic means.
2. Procedure to be followed:

1. Notices of meetings shall be sent to members, auditors or directors through registered post or electronic means or using courier service.
2. Put notices of meetings on the website after sending it to members.
3. Notices must mention the business to be transacted through electronic means.
4. Notice must clearly mention the process and manner for voting by electronic means, time within which vote may be cast, login id, password generation facility etc.
5. Company shall advertise in the newspaper not less than 5 days before the date of beginning of voting period, about having sent the notice and specify therein matters such as business to be transacted, date and time of start of voting through electronic means etc.
6. E Voting shall remain open for at least 1 day and not more than 3 days. However, voting must complete 3 days prior to date of general meeting.
7. At the end of voting period, portal shall be blocked and vote once casted shall not be allowed to change.
8. BOD must appoint a person of repute who is willing to be appointed as such as scrutinizer. He must not be in the employment of company. Within 3 working days from the date of conclusion of voting, he will unblock the votes in presence of 2 witnesses (not in employment of company) and make a report on vote casted in favour or against.
9. Result declared alongwith scrutinizer’s report shall be placed on the website of the company.

1. Poll may be ordered by the chairman before or on declaration of the result on any resolution on show of hands.
2. In the following cases, chairman must order for poll:

1. In case of a company having a share capital, Members having not less than 1/10^th of total voting power or holding shares of not less than Rs. 5 lacs in value or such higher amount as may be prescribed.
2. In case of any other company, by members having not less than 1/10^th of the total voting power.

1. Poll demanded for adjournment of meeting or appointment of chairman of the meeting shall be taken immediately. Poll on any other question shall be taken within 48 hours from the time when the poll was demanded.
2. Chairman shall appoint the scrutinizer. He will be made available with all the necessary documents. He will distribute the polling papers (Form no. MGT-12) and will keep the response received to poll. He shall lock and seal the polling box in presence of members and proxies and will open in presence of two witnesses.
3. Scrutinizer shall prepare a report (Form-MGT-13) on the vote cast in favour or against and submit to the chairman for counter sign. Chairman shall declare the result.

1. Condition: a) In case of company having share capital, members holding 1/10^th of the paid up share capital carrying voting right, b) In case of company not having share capital, members having not less than 1/10^th of the total voting power.
2. If condition mentioned in 1 satisfies, company shall give notice to members of the resolution to be moved and circulate the statement, if any with respect to the resolution or business to be dealt at that meeting.
3. Company is not bound to give notice or circulate any statement unless –

1. A signed copy of requisition is deposited at the registered office of the company not less than 6 weeks  before the meeting, in case requisition requiring notice of a resolution and not less than 2 weeks before the meeting, in case of any other requisition.
2. A reasonable sum is deposited which is sufficient to meet the company’s expenses to give the effect.

1. In case of default, company and every officer in default is liable to pay a fine of Rs. 25,000/-.

1. A resolution is ordinary resolution if, a) notice has been duly given and b) vote cast in favour exceeds vote cast against the resolution.
2. A resolution is special resolution if, a) intention to propose the resolution as a special resolution has been duly specified in the notice b) notice has been duly given and c) vote cast in favour are not less than 3 times vote cast against the resolution.

1. Special notice to be given by the members having not less than 1% of total voting power or holding shares of not less than Rs. 5 Lacs.
2. Notice shall be sent by the members to company not later than 3 months but at least 14 days before the date of meeting at which the resolution is to be moved.
3. Company shall after receipt of such notice, give its members notice of the resolution at least 7 days before the meeting.

1. Special resolutions
2. Resolutions which have been agreed by all members of a company
3. Resolution of BOD or agreement executed by company relating to appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment of a managing director.
4. Resolutions which have been agreed by any class of members.
5. Resolution passed by the company giving consent to BOD to exercise the power with respect to – i) sell, lease or otherwise dispose of whole or substantially the whole of the undertaking of the company ii) to borrow money, if money to be borrowed together with money already borrowed exceeds aggregate of its paid-up share capital and free reserves.
6. In case of voluntary winding up of company
7. Resolution passed in pursuance of section 179(3). (This section contains the power of boards to be exercised by means of resolution passed at board meeting.