National Securities Depository Limited

PCS as Scrutinizer PCS as Scrutinizer for e-Voting for e-Voting

By Nitin Ambure

Vice President-NSDL

Opportunities for PCSReconciliation of Share Capital Audit

for listed companies on a quarterly basis

• To be Submitted by companies to stock exchanges

• Reconciliation of total issued capital, listed capital and capital held by depositories in demat form

• Details of change in share capital Details of change in share capital during the quarterduring the quarter

• Details of stock exchange approvals in Details of stock exchange approvals in case of further issued capitalcase of further issued capital

Opportunities for PCS

Certificate of Holding for change of R & T Agent of companies

• Details of securities held in NSDL, other depository and in physical form

• To be submitted to NSDL at the time of To be submitted to NSDL at the time of application for change of R & T Agentapplication for change of R & T Agent

Opportunities for PCSSection 204 of Companies Act, 2013 –

Secretarial Audit

• Audit of the secretarial and related records of the companies

• To be annexed with the report of the To be annexed with the report of the Board of DirectorsBoard of Directors

• Any qualification /observation/remarks Any qualification /observation/remarks made in secretarial audit to be made in secretarial audit to be explained in Board’s reportexplained in Board’s report

Opportunities for PCS

Section 205 of Companies Act, 2013 –Functions of Company Secretary

• Report to the Board about compliance with provisions of the Act, rules made thereunder and other laws

• To ensure that the company complies with applicable secretarial standards

Opportunities for PCSSection 247 of Companies Act, 2013 –

Valuation by registered valuers

• Valuation to be made in respect of any property, stocks, shares, debentures, securities, goodwill or any other assets

• Valuation of the net worth of a company

• Valuation of liabilities of a company

Opportunities for PCS

To act as scrutinizers for e-voting

• Postal ballots and General Meetings

• Conduct of poll during General Meetings

Legal Framework – eVoting

Section 108 of Companies Act, 2013 – Voting through electronic means

Section 110 of Companies Act, 2013 - Postal ballots

Ministry of Corporate Affairs (MCA) Circular No. 21/2011 dated May 2, 2011

Legal Framework-eVotingMinistry of Corporate Affairs (MCA)

Companies (Management and Administration) Rules, 2014 dated March 27, 2014

• Voting through electronic means (e-Voting through electronic means (e-Voting)Voting)

• Procedure for postal ballotsProcedure for postal ballots

• Provision for sending notices through Provision for sending notices through electronic meanselectronic means

e-Voting for general meetings

Every listed company or company having not less than one thousand shareholders to provide facility of e-Voting

e-Voting to remain open for not less than one day and not more than three days

e-Voting to be completed three days prior to the date of general meeting

e-Voting for general meetingsVote once cast by shareholder will not

be allowed to be changed

The portal where votes are cast to be blocked at the end of the voting period

Scrutinizers to unblock the votes in presence of at least two witnesses within three working days from the date of conclusion of e-Voting

Scruitinizers to prepare the report

Entities accessing e-Voting system

RTA/CompanyRTA/CompanyShareholder/Shareholder/

Custodian/ Mutual Custodian/ Mutual FundFund

(Voter)(Voter)

www.eVoting.nsdl.cwww.eVoting.nsdl.comom

ScrutinizerScrutinizer

Company/RTACompany/RTA

Company/RTACompany/RTA

Shareholder/Custodian/ Shareholder/Custodian/ Mutual Fund (Voter)Mutual Fund (Voter)

ScrutinizerScrutinizer

•Scrutiniser has to provide Certificate details from Scrutiniser has to provide Certificate details from IE Browser along with e-Voting User Creation FormIE Browser along with e-Voting User Creation Form

•Provide details (print screens) of respective Provide details (print screens) of respective Certificate w.r.t General, details, certification path. Certificate w.r.t General, details, certification path.

Scrutinizer RegistrationScrutinizer Registration

Login to e-Voting website Login to e-Voting website (Scrutinizer) (Scrutinizer)

Launch the Internet Browser and type the following URL in the address bar Launch the Internet Browser and type the following URL in the address bar www.eVoting.nsdl.comwww.eVoting.nsdl.com and click on “and click on “EnterEnter”. The Home screen will be displayed. ”. The Home screen will be displayed. Select the “Select the “Scrutinizer Login”Scrutinizer Login” as shown below. as shown below.

Scrutinizer Login:

Click

Scrutinizer Login: View e-Voting results: View e-Voting results: After successful Login, Scrutinizer can view e-Voting results from “After successful Login, Scrutinizer can view e-Voting results from “View e-Voting View e-Voting ResultsResults” option in “” option in “E-VotingE-Voting” module as shown below.” module as shown below.

Click

Scrutinizer Login:

Click

Scrutinizer Login:

Scrutinizer Login:

View/Modify eVoting Details:View/Modify eVoting Details:To view/modify eVoting details click on “To view/modify eVoting details click on “View/Modify E-Voting DetailsView/Modify E-Voting Details” in “” in “e-e-VotingVoting” icon as shown below.” icon as shown below.

Click

Scrutinizer Login:

Click

Click

Scrutinizer Login:

Road Map of e-Voting system of NSDL MCA authorised NSDL for providing e-Voting MCA authorised NSDL for providing e-Voting

facility - May 2, 2011facility - May 2, 2011

NNSDL developed e-Voting system - July 1, 2011.SDL developed e-Voting system - July 1, 2011.

Obtained the STQC certificate from Ministry of Obtained the STQC certificate from Ministry of Communications & IT, Government of India -Communications & IT, Government of India -January 19, 2012.January 19, 2012.

Home page of e-Voting system launched- January Home page of e-Voting system launched- January 25, 201225, 2012

More than 245 companies on 345 occasions have More than 245 companies on 345 occasions have already availed e-voting services of NSDLalready availed e-voting services of NSDL

Contact NSDL

Telephone Nos: 91-22-24994200, 24994360,

24994262, 24994738

Facsimile: 91-22-24994972, 24976355

e-mail address: evoting@nsdl.co.in

Visit us at: www.nsdl.co.in www.evoting.nsdl.com

THANK YOU