INTRODUCTION Section 108 of the Act shall apply to ü All companies whose equity shares are listed on a recognized stock exchange; and ü All companies having 1000 or more members. APPOINT ONE OR MORE SCRUTINISERS FOR E-VOTING The scrutiniser (s) may be a Company Secretary in Practice, a Chartered Accountant in Practice, a Cost Accountant in Practice, or an Advocate or any other person of repute who is not in the employment of the company and who can, in the opinion of the Board, scrutinise the e-voting process in a fair and transparent manner. The scrutiniser (s) so appointed may take assistance of a person who is not in employment of the company and who is well-versed with the e-voting system. Prior consent to act as a scrutiniser(s) shall be obtained from the scrutiniser(s) and placed before the Board for noting. APPOINT AN AGENCY DECIDE THE CUT-OFF DATE FOR THE PURPOSE OF RECKONING THE NAMES OF MEMBERS WHO ARE ENTITLED TO VOTING RIGHTS The cut-off date for determining the Members who are entitled to vote through Remote e-voting at the meeting shall be a date not earlier than seven days prior to the date fixed for the Meeting. Only Members as on the cut-off date, who have not exercised their Voting Rights through Remote e-voting, shall be entitled to vote at the Meeting The scrutiniser(s) is required to submit his report within a period of three days from the date of the meeting. PUBLIC NOTICE BY WAY OF ADVERTISEMENT: The company shall cause a public notice by way of an advertisement to be published, immediately on completion of dispatch of notice of general meeting. The public notice shall be published at least twenty-one days before the date of general meeting, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having country-wide circulation. REMOTE E-VOTING: The facility for remote e-voting shall remain open for not less than three days and shall close at 5.00 p.m. on the date preceding the date of the general meeting. During the period when facility for remote e-voting is provided, the members of the company, holding shares either in physical form or in dematerialised form, as on the cut-off date, may opt for remote e-voting. Once a member has cast his vote on a resolution, he shall not be allowed to change it subsequently or cast the vote again. A member may participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again. APPOINTMENT OF SCRUTINIZER: The Board of Directors shall appoint one or more scrutinizer(s). The scrutinizer(s) may be a Chartered Accountant in practice, Cost Accountant in practice, or Company Secretary in practice or an Advocate, or any other person who is not in employment of the company and is a person of repute who, in the opinion of the Board can scrutinise the voting and remote e-voting process in a fair and transparent manner. Atleast one of the scrutinisers shall be a member who is present at the Meeting provided such members is available and willing to be appointed. The scrutinizer shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority. VOTING AT GENERAL MEETING: During general meeting, a company may opt to provide the same electronic voting system as used during remote e-voting. In such a case, the members attending the general meeting and who have not exercised their right to vote through remote e-voting, shall be entitled to vote using the electronic voting system. At the general meeting, after conclusion of the discussion, the chairman shall, with the assistance of scrutinisers, allow voting on the resolutions, by use of polling paper or by using an electronic voting system for all those members who are present at the general meeting but have not cast their votes by availing the remote e-voting facility. DECLARATION OF RESULT OF VOTING: The scrutinizer shall, immediately after the conclusion of voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company. |