Betsmove Platformuna Genel Bakış ve Erişim Rehberi

Key Definitions

Electronic Voting System: A secured system-based process featuring electronic ballot display, vote recording, and counting, with registration in a centralized server with adequate cyber security.

Remote E-Voting: Facility for casting votes from locations other than the meeting venue using an electronic voting system.

Cut-off Date: Date for determining voting eligibility, set not earlier than seven days before the general meeting.

Agency: NSDL, CDSL, or MCA-approved entities holding certification from the Standardisation Testing and Quality Certification Directorate for security compliance.

Secured System: Hardware, software, and procedures that are reasonably secure from unauthorized access, provide reliable operation, perform intended functions, and adhere to accepted security procedures.

Cyber Security: Protection of information, equipment, computers, and communication devices from unauthorized access, use, disclosure, disruption, modification, or destruction.

Compliance Requirements for Conducting E-Voting (Rule 20 of the Companies (Management and Administration) Rules, 2014)

1. Notice Requirements and Documentation

Notice must be sent to all members, directors, and auditors via registered/speed post, registered email, or courier service, and immediately placed on company and agency websites.

Mandatory Notice Contents:

• • Statement of electronic voting facility availability and business transaction capability
  • Dual facility confirmation (electronic system/ballot/polling paper at meeting)
  • Clarification that remote e-voters can attend but cannot vote again
  • Process and manner for electronic voting with time schedules
  • Login ID details and password generation/receipt process
  • Secure vote casting procedures

2. Public Advertisement Requirements:

Publish at least 21 days before the meeting, immediately after notice dispatch, in one vernacular newspaper (district-wide circulation) and one English newspaper (country-wide circulation), containing:

• • Business transaction through electronic voting statement
  • Remote e-voting commencement and end dates/times
  • Cut-off date
  • Procedure for new members to obtain login credentials
  • Prohibition on remote e-voting beyond specified time
  • Voting procedures for meeting attendees
  • Participation rights post-remote voting with voting prohibition
  • Entitlement limited to persons on register as of cut-off date
  • Company and agency website addresses
  • Grievance officer details (name, designation, address, email, phone)
  • Advertisement must also be placed on company and agency websites

3. Remote E-Voting Process and Timeline

Duration: Minimum three days, closing at 5:00 PM on the date preceding the general meeting.

Eligibility: Members holding shares (physical or dematerialized) as on the cut-off date may participate.

Vote Finality: Once cast, votes cannot be changed or recast. Members may attend the meeting but cannot vote again.

Facility Blocking: The system must be blocked immediately at the remote e-voting period’s end. Exception: If using the same system during the meeting, it remains operational until all resolutions are voted upon, available only to attending members who haven’t used remote e-voting.

4. Scrutinizer Appointment, Powers, and Duties

Appointment by Board: One or more scrutinizers must be appointed from: Chartered Accountants in practice, Cost Accountants in practice, Company Secretaries in practice, Advocates, or other reputable persons not employed by the company who can ensure fair and transparent scrutiny. The scrutinizer must be willing and available to ascertain requisite majority, and may take assistance from non-employees versed in electronic voting systems.

Meeting Voting Facilitation: The Chairman allows voting at meeting’s end (after discussion concludes) with scrutinizer assistance, using ballot/polling paper or electronic voting system for members who haven’t used remote e-voting.

Vote Counting and Reporting Process:

• • Immediately count meeting votes after voting concludes
  • Unblock remote e-votes in presence of at least two non-employee witnesses
  • Prepare consolidated report within three days showing total votes for/against
  • Submit to Chairman or authorized person for countersignature
  • Chairman declares result forthwith

Secrecy Requirement: Voting manner (affirming/negating) remains secret and unavailable to Chairman, Scrutinizer, or anyone until meeting votes are cast.

Anti-Double Voting Access: Between remote e-voting closure and meeting start, scrutinizer accesses member details (names, folios, shares held, required information) showing WHO voted but NOT HOW they voted.

Record Maintenance: Scrutinizer maintains register (manual/electronic) recording assent/dissent with member particulars (name, address, folio/client ID, shares held, nominal value, differential voting rights status).

Custody: All voting records remain in scrutinizer’s safe custody until Chairman approves and signs minutes, after which scrutinizer transfers register and papers to the company.

5. Result Declaration and Disclosure

Immediate Website Posting: Results with scrutinizer’s report must be placed on company and agency websites immediately after Chairman’s declaration.

Listed Company Requirement: Simultaneously forward results to stock exchange(s) where equity shares are listed; exchanges must post on their websites.

Resolution Passing: Subject to receiving requisite votes (per Section 114 for ordinary/special resolutions), the resolution is deemed passed on the general meeting date.

Withdrawal Prohibition: Resolutions proposed for electronic voting cannot be withdrawn.

6. Security and Technical Requirements

System Security Standards: Electronic voting systems must be reasonably secure from unauthorized access/misuse, provide reliable and correct operation, suit intended functions, and adhere to generally accepted security procedures.

Cybersecurity Protection: Comprehensive protection required for information, equipment, devices, computers, computer resources, communication devices, and stored data against unauthorized access, use, disclosure, disruption, modification, and destruction.

Centralized Infrastructure: Electronic registry maintained on centralized server with adequate cybersecurity for vote registration and counting.

7. Member Rights and Restrictions

Dual Participation Rights: Members can cast votes through remote e-voting, attend general meetings post-voting, and participate in discussions.

Double Voting Prohibition: Remote e-voters cannot vote again at meetings and cannot change votes once cast.

New Member Provisions: Persons acquiring shares after notice dispatch can obtain login credentials per prescribed manner, but must be recorded on register of members/beneficial owners as of cut-off date to vote.

Meeting Voting Rights: Members attending meetings who haven’t used remote e-voting can vote through electronic system, ballot, or polling paper.