As per the amendment to the Listing Agreement by SEBI, effective 1st October, e-voting will be mandatory for all such resolutions for which postal ballots are prescribed as per the Companies Act or other relevant regulations. What are the implications?
Effective 1 October 2012, e-voting becomes mandatory for all such resolutions for which postal ballots are prescribed as per the Companies Act or other relevant regulations.
The Securities and Exchange Board of India (SEBI) has brought about this significant change by amending the Listing Agreement, vide a notification of 13 July 2012. A new clause 35A has been inserted in the listing agreement which provides that in case of all resolutions which are transacted using postal ballots. Postal ballots are currently required in terms of section 192A of the Companies Act. There are several other regulations also that mandatorily require resolutions to be passed by postal ballots—ICDR Regulations, Takeover Code, etc.
It is notable that the postal ballot rules already include electronic voting as one of the modes of postal ballots—hence, effectively, an e-voting is also a form of postal ballot in terms of section 192A.
What is e-voting:
E-voting will be carried out under technological platforms to be provided by agencies that meet the requirements of the Standardization Testing and Quality Certification (STQC) Directorate. The ministry of corporate affairs has vide circular dated 27 December 2011 has clarified the requirements for e-voting. Currently, both the depositories—Central Depository Services (India) and National Securities Depository—are providing e-voting platform.
Under e-voting, shareholders receive the ballots electronically, and vote from their own computer screens after logging into a secure system using the unique IDs.
As compared to postal ballots, electronic voting is tremendously cost-effective and environment friendly. Consider the cost of postal ballot—on an estimated basis, the cost per shareholder works out to nothing less than Rs50, taking into account the cost of printing, stamping, dispatching, return mailing, certification, and administrative cost. Compared to this, the cost of e-voting may be in fraction of the above number.
Cost to companies apart, electronic voting is hugely environment-friendly, as we are not wasting tonnes of paper which ultimately ends up in letter boxes that no one cares to open. Large part of the postal ballots are either never read, or never returned. This colossal waste of earth’s resources would be saved with e-voting.
What does the circular do?
E-voting was optional already; the SEBI amendment above makes e-voting as a mandatory option in case of all resolutions being routed through postal ballots effective 1 October 2012. In case of shareholders who do not have access to e-voting, they will still continue to receive postal ballots.
• Is e-voting the same as video conferencing: Not at all. Video-conferencing is still a physical meeting of the shareholders, though at remote locations. In case of e-voting there is no physical meeting at all.
• How do we count quorum in case of e-voting: Technically, it may be argued that postal ballot is a way of seeking shareholders’ assent without any meeting. However, the concept of ‘meeting’ as envisaged in age-old laws has undergone a massive change. Shareholder assent can be obtained by postal ballot—which would be deemed to be a resolution passed in a shareholders’ meeting. The number of shareholders participating in an e-vote will be counted as number of members present—hence, the requirement of quorum will be read as number of members voting.
• Can proxies e-vote: The very concept of a proxy is a person participating in a meeting instead of a member personally. In view of the author, the concept of proxy voting does not apply at all in case of e-voting, particularly because the shareholder may well vote from where he is. However, holders of power of attorney will qualify as members’ representatives. In addition, as long as a member is logging in using the assigned unique ID, the member may be taken as voting personally.
• Can a member split votes for and against: It is perfectly possible for a member to split his votes for and against a resolution. A member may do so both in physical voting and in postal voting.
• Will a scrutineer be required: Assuming all votes are electronic only, will a scrutineer still be required? In the opinion of the author, a scrutineer will still be required.
Lots of questions may continue to arise over time as the e-voting system gets learned.
(Vinod Kothari is a CA, trainer and author with offices in Mumbai and Kolkata. He is an expert in securitisation, asset-based finance, credit derivatives, accounting for derivatives and microfinance. He authored “Securitisation, Asset Reconstruction and Enforcement of Security Interests”. He can be contacted at [email protected].)
The Delhi High Court lifted the 200 SMS per day per SIM cap for personal usage
The Delhi High Court on Friday lifted the cap on sending 200 SMS per day for personal usage while upholding the curb on unsolicited commercial calls (UCC) or SMS.
A two-judge bench comprising Acting Chief Justice Arjan Kumar Sikri and Justice Rajiv Sahai Endlaw of the Delhi High Court quashed the Telecom Regulatory Authority of India (TRAI) regulation that said an individual could not send more than 200 text messages per day from a single SIM.
The ruling came in response to a petition filed by NGO Telecom Watchdog which contended that the limit puts severe restrictions on the citizen’s right to ‘speech and telecommunication’.
The petition contended that the curb on SMS was undesirable, because a substantial drop in UCC calls was achieved without imposing a cap'. It said the imposition of a SMS cap had been carried out in a completely non-transparent manner and was therefore illegal.
Last year, the Telecom Regulatory Authority of India (TRAI) restricted the number of non-commercial SMSes that can be send from a SIM to 100 to deter unsolicited SMSes by telemarketing companies. It later raised this limit to 200 messages per day follwing requestes from mobile services providers and consumers. There was no restriction on commercial messages sent through telemarketing companies registered with TRAI.
Responding to concerns raised by telecom body COAI, the TRAI exepmted certain services from the SMS limit. TRAI exempted e-ticketing agencies for responding to e-ticketing request made by its customers, SMSes from social networking sites Facebook, Twitter, Orkut, LinkedIn and GooglePlus to their members in connection to activities relating to their accounts, based on verifiable options; and agencies providing directory services, such as Justdial, Zatse, Callezee, Getit and Askme.
The plants named in the APPCB order include two facilities of Aurobindo Pharma, four facilities of Hetero Labs, one each of Cirex Pharmaceuticals, Covalent Laboratories, Divis Pharmaceuticals, Sri Krishna Pharmaceuticals, Innogent Laboratories and SMS Pharma
Hyderabad: The Andhra Pradesh Pollution Control Board has ordered closure of 12 manufacturing units of different pharma companies, including Aurobindo Pharma, around the city for allegedly violating pollution norms, reports PTI.
According to a Board's release, the notices have been issued to the facilities to stop all industrial activities with effect from 23rd July to complete the on-going batches.
"The AP Pollution Control Board has reviewed certain Bulk Drug industries before the Board's Task Force committee meeting on 9 July 2012.
"After detailed discussions, the Board is of the firm opinion that certain industries are violating the orders of Supreme Court of India, Ban Notification issued by the Government of Andhra Pradesh, Appellate Authority order and directions issued by the Board from time to time," the release said.
The facilities named in the order include two facilities of Aurobindo Pharma, four facilities of Hetero Labs, one each of Cirex Pharmaceuticals, Covalent Laboratories, Divis Pharmaceuticals, Sri Krishna Pharmaceuticals and Innogent Laboratories and SMS Pharma.
"Accordingly, the Board vide orders dated 10 July 2012 issued closure orders to the 12 number of Bulk Drug industries located in Medak and Rangareddy District under Water and Air Acts in the interest of protecting public health and environment.
"These industries are also directed to stop all industrial activities with effect from 23 July 2012 to facilitate completion of all on-going batches," it added.
Aurobindo Pharma which has been served notice to shut down its facilities by the APPCB for allegedly violating environmental norms, is mulling to challenge the ecision in Appellate Tribunal, company sources said.