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Companies (Management and Administration) Amendment Rules 2015.

Companies Law - F. No. 01/34/2013-CL-V- Part-I - Dated:- 19-3-2015 - [To be published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i)] GOVERNMENT OF INDIA MINISTRY OF CORPORATE AFFAIRS NOTIFICATION New Delhi, the 19th March, 2015 G.S.R. (E).- In exercise of the powers conferred by section 108 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies .....

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his rule. (2) Every company other than a company referred to in Chapter XB or Chapter XC of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 having its equity shares listed on a recognised stock exchange or a company having not less than one thousand members, shall provide to its members facility to exercise their right to vote on resolutions proposed to be considered at general meetings by electronic means. Explanation.- For the purpose .....

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inistry of Communications and Information Technology, Government of India including with regard to compliance with parameters specified under Explanation (vi); (ii) "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; (iii) "cyber security" means protecting information, equipment, devices, computer, computer resource, communication device and informatio .....

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ote e-voting" means the facility of casting votes by a member using an electronic voting system from a place other than venue of a general meeting; (vi) "secured system" means computer hardware, software, and procedure that (a) are reasonably secure from unauthorised access and misuse; (b) provide a reasonable level of reliability and correct operation; (c) are reasonably suited to performing the intended functions; and (d) adhere to generally accepted security procedures; (vii) & .....

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means shall comply with the following procedure, namely:- (i) the notice of the meeting shall be sent to all the members, directors and auditors of the company either (a) by registered post or speed post ; or (b) through electronic means, namely, registered e-mail ID of the recipient; or (c) by courier service; (ii) the notice shall also be placed on the website, if any, of the company and of the agency forthwith after it is sent to the members; (iii) the notice of the meeting shall clearly stat .....

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meeting may also attend the meeting but shall not be entitled to cast their vote again; (iv) the notice shall - (A) indicate the process and manner for voting by electronic means ; (B) indicate the time schedule including the time period during which the votes may be cast by remote e-voting; (C) provide the details about the login ID; (D) specify the process and manner for generating or receiving the password and for casting of vote in a secure manner. (v) the company shall cause a public notic .....

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on, and specifying in the said advertisement, inter alia, the following matters, namely:- (a) statement that the business may be transacted through voting by electronic means ; (b) the date and time of commencement of remote e-voting; (c) the date and time of end of remote e-voting; (d) cut-off date; (e) the manner in which persons who have acquired shares and become members of the company after the despatch of notice may obtain the login ID and password; (f) the statement that - (A) remote e-vo .....

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be entitled to avail the facility of remote e-voting as well as voting in the general meeting; (g) website address of the company, if any, and of the agency where notice of the meeting is displayed; and (h) name, designation, address, email id and phone number of the person responsible to address the grievances connected with facility for voting by electronic means: Provided that the public notice shall be placed on the website of the company, if any, and of the agency; (vi) the facility for rem .....

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n: Provided further that 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; (viii) at the end of the remote e-voting period, the facility shall forthwith be blocked: Provided that if a company opts to provide the same electronic voting system as used during remote e-voting during the general meeting, the said facility shall be in operation till all the resolutions are considered and voted upon in .....

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e-voting process in a fair and transparent manner: Provided that the scrutiniser so appointed may take assistance of a person who is not in employment of the company and who is well-versed with the electronic voting system; (x) the scrutiniser shall be willing to be appointed and he available for the purpose of ascertaining the requisite majority; (xi) the Chairman shall, at the general meeting, at the end of discussion on the resolutions on which voting is to be held, allow voting, as provided .....

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ting in the presence of at least two witnesses not in the employment of the company and make, not later than three days of conclusion of the meeting, a consolidated scrutiniser's report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same: Provided that the Chairman or a person authorised by him in writing shall declare the result of the voting forthwith; Explanation.- It is hereby clarified that the man .....

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g to members, such as their names, folios, number of shares held and such other information that the scrutiniser may require, who have cast votes through remote e-voting but not the manner in which they have cast their votes: (xiv) the scrutiniser shall maintain a register either manually or electronically to record the assent or dissent received, mentioning the particulars of name, address, folio number or client ID of the members, number of shares held by them, nominal value of such shares and .....

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