The increasing need for better Corporate Governance has led to the introduction of enhanced disclosure and transparency norms including norms for increasing shareholders’ effective participation in key corporate governance decisions or decisions concerning fundamental corporate changes.
Towards increasing shareholders’ effective participation, certain class of entities are mandated to provide remote e-voting facility to its shareholders i.e. the facility of voting through electronic means from a place other than the venue of the meeting.
Apart from remote e-voting mandate, entities may transact certain business through Postal Ballot. Postal Ballot essentially covers the entire shareholder base of an entity as it is a process by which physical ballots along with relevant information are sent to the shareholders to enable them to cast their votes on a particular transaction.
Voting on transactions at general meetings of an entity mandated to provide remote e-voting facility has to be carried out either through ballot voting or electronic voting at the venue of the meeting.
Eventually, votes cast on a particular transaction, be it at a general meeting or through postal ballot, need to be scrutinized in order to ascertain the results.
The law has mandated appointment of an independent scrutinizer who may be a Practising Company Secretary or any other professional who in the opinion of the Board of the entity can scrutinize the remote e-voting and voting at the venue of the meeting in a fair and transparent manner.