Company Secretary as Scrutinizer in E-voting
Mridula Sharma11 Apr, 2024
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Company Secretary as Scrutinizer: A Company Secretary has important roles within an organization. Besides their regular duties, they also serve as a scrutinizer for e-voting.
In this role, they ensure the e-voting process runs smoothly and efficiently. They're chosen through a democratic process to gain trust across the organization. Company Secretary as Scrutinizer, they enable directors to vote conveniently from any location and at any time, making the e-voting system effective.Company Secretary as Scrutinizer
In simple terms, a scrutinizer is someone who carefully watches over the voting process for a company independently. They ensure that everything is done correctly when people vote electronically. The role of a company secretary as scrutinizer in e-voting is outlined in Sections 108, 109, and 110 of the Companies Act, 2013.Who Needs a Company Secretary as a Scrutinizer?
For E-Voting (Section 108):
Companies must appoint a scrutinizer in the following cases:- Any company not covered by chapters XB and XC of SEBI Regulations, 2009.
- Companies with 1000 or more members offering voting rights in general meetings.
For Postal Ballot (Section 110):
Companies must appoint a scrutinizer if:- Not an One Person Company (OPC).
- Have up to 200 members.
Functions of Scrutinizer
When it comes to different voting methods, the Company Secretary as Scrutinizer plays a crucial role in ensuring fairness and accuracy. Let's break down what they do:1. E-voting:
(a) Making sure each person votes only once by keeping detailed records like names, folio numbers, share quantities, and other relevant info. (b) They can seek assistance from knowledgeable individuals not employed by the company. (c) Within three days after e-voting ends, they must unlock votes and produce a report with at least two witnesses not employed by the company. (d) Maintaining electronic records including member details, share quantities, and values until the chairman authorizes and signs them, then handing them over to the company.2. Polling:
(a) The company secretary acts as the scrutinizer, handing out polling papers after receiving them. (b) Keeping thorough records of all polling papers. (c) Safeguarding the polling box until the voting is complete. (d) Opening the box with two witnesses after voting and tallying the votes to prepare a report.3. Postal Ballot:
(a) The company secretary as scrutinizer must create a detailed report within seven days of receiving the postal ballots. (b) Maintaining electronic registers with member details, shares, and other necessary information.Special Note:
According to MCA rules, the scrutinizer must submit a report (Form No. MGT-13) to the meeting chairman within seven days after the poll, signed by the scrutinizer(s), if more than one, outlining the voting results.Also Read: Company Secretary in Practice
Steps for Appointment of Scrutinizer
To appoint a Company Secretary as Scrutinizer in your organization, you need to follow these steps:Step 1: Obtain Consent from the Company Secretary Before appointing the Company Secretary as scrutinizer, it's crucial to ensure their willingness to take on the role. This involves formally seeking their consent or approval. This step ensures that the Company Secretary is aware of their responsibilities and agrees to fulfill them.
Step 2: Issue Notice of Board Meeting After securing the Secretary's consent, the next step is to inform all directors of the company about the upcoming Board Meeting. This notice should be dispatched within seven days of receiving the Secretary's approval. It must contain the agenda of the meeting, detailing the topics to be discussed and decided upon. The notice should be sent to the registered addresses of all directors, ensuring that they are informed about the meeting's purpose and are given adequate time to prepare.
Step 3: Conduct Board Meeting to Appoint Scrutinizer Once the notice has been issued and directors are informed, convene a Board Meeting to deliberate and decide on the appointment of the scrutinizer. During this meeting, directors will discuss and consider the suitability of the Company Secretary for the role of scrutinizer. After thorough discussion and assessment, a decision will be made to appoint the scrutinizer.
Step 4: Finalize Appointment and Circulate Decision
Following the Board Meeting, the chosen scrutinizer will proceed to document the minutes of the entire meeting, capturing all discussions and decisions made. Subsequently, within 15 days of the Board Meeting, a draft decision regarding the appointment of the scrutinizer is prepared. This draft is then circulated among all directors for their feedback and response. Directors are given an opportunity to review the decision and provide any input they deem necessary. Once all feedback is received and considered, the decision is finalized, and the scrutinizer is officially appointed to their role. Enhance your corporate governance skills! Enroll in PW Company Secretary courses now for expert training and career advancement opportunitiesCompany Secretary as Scrutinizer FAQs
What is the role of a Company Secretary as a scrutinizer?
When is a Company Secretary required as a scrutinizer?
What functions does a scrutinizer perform during e-voting?
How does a Company Secretary act as a scrutinizer during polling?
What are the steps to appoint a Company Secretary as a scrutinizer?
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