Companies Act • Official Statutory Text & Practice Guide
Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 2013
Section 108 of Companies Act: Voting through electronic means
Official Bare Act Text
Override / Mandate Mens Rea (Intent) Actus Reus (Conduct) Punishment Limitation Monetary
The Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by the electronic means.
Statutory Defined Terms in this Section:(Click any term for official legal definition)
Section 108 mandates electronic voting (e-voting) for listed companies and threshold unlisted companies, modernizing corporate democracy and broadening remote shareholder participation.
Procedural Mechanism: Section 108 provides that the Central Government may prescribe the class or classes of companies and manner in which a member may exercise his right to vote by electronic means.
Core Legal Standard: Rule 20 of the Companies (Management and Administration) Rules, 2014 makes e-voting mandatory for every listed company and every company having not less than one thousand shareholders.
The board must appoint an independent Scrutinizer (practicing CA, CS, or Advocate) who monitors the secured e-voting platform (such as NSDL or CDSL), unblocks votes after the remote voting window closes, and submits a verified Scrutinizer's Report within three days.
Key Landmark Precedents:
SEBI v. Kishore R. Ajmera (2016) 6 SCC 368: The Supreme Court underscored that technological advancements in securities trading and voting systems enhance market integrity, transparency, and shareholder democracy.
Tata Consultancy Services Ltd. v. Cyrus Investments Pvt. Ltd. (2021) 9 SCC 449: The Supreme Court noted that e-voting mechanisms enable institutional and retail shareholders across the globe to actively participate in corporate governance, diluting promoter hegemony.
Legal Commentary:
E-voting revolutionized corporate governance in India, dismantling the historical manipulation of physical show-of-hands votes at remote company premises. Institutional shareholders and proxy advisory firms rely on Section 108 to cast informed votes on corporate governance resolutions, executive compensation, and related-party approvals. The Scrutinizer's formal report is a vital statutory document in corporate compliance audits.
Legal Commentary & Landmark Judgments: Section 108
Section 108 mandates electronic voting (e-voting) for listed companies and threshold unlisted companies, modernizing corporate democracy and broadening remote shareholder participation.
The board must appoint an independent Scrutinizer (practicing CA, CS, or Advocate) who monitors the secured e-voting platform (such as NSDL or CDSL), unblocks votes after the remote voting window closes, and submits a verified Scrutinizer's Report within three days.
E-voting revolutionized corporate governance in India, dismantling the historical manipulation of physical show-of-hands votes at remote company premises. Institutional shareholders and proxy advisory firms rely on Section 108 to cast informed votes on corporate governance resolutions, executive compensation, and related-party approvals. The Scrutinizer's formal report is a vital statutory document in corporate compliance audits.