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National Securities Depository Limited

National Securities Depository Limited. PCS as Scrutinizer for e-Voting By Nitin Ambure Vice President-NSDL. Opportunities for PCS. Reconciliation of Share Capital Audit for listed companies on a quarterly basis To be Submitted by companies to stock exchanges

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National Securities Depository Limited

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  1. National Securities Depository Limited PCS as Scrutinizer for e-Voting By Nitin Ambure Vice President-NSDL

  2. Opportunities for PCS • Reconciliation 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 during the quarter • Details of stock exchange approvals in case of further issued capital

  3. 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 application for change of R & T Agent

  4. Opportunities for PCS • Section 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 Board of Directors • Any qualification /observation/remarks made in secretarial audit to be explained in Board’s report

  5. 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

  6. Opportunities for PCS • Section 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

  7. Opportunities for PCS • To act as scrutinizers for e-voting • Postal ballots and General Meetings • Conduct of poll during General Meetings

  8. 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

  9. Legal Framework-eVoting • Ministry of Corporate Affairs (MCA) Companies (Management and Administration) Rules, 2014 dated March 27, 2014 • Voting through electronic means (e-Voting) • Procedure for postal ballots • Provision for sending notices through electronic means

  10. 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

  11. e-Voting for general meetings • Vote 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

  12. Entities accessing e-Voting system RTA/Company Shareholder/Custodian/ Mutual Fund (Voter) www.eVoting.nsdl.com Scrutinizer

  13. Company/RTA • Company to complete formalities for availing e-voting services of NSDL • Company may authorise RTA to upload data, create voting cycle etc. on its behalf • Company to intimate details of scrutinizers • Company/RTA and scrutinizers to obtain Digital certificates to log into e-voting system

  14. Company/RTA • Create e-Voting Event Number (EVEN) • Register Investors (File Upload) • View/Modify EVEN Cycle.

  15. Shareholder/Custodian/ Mutual Fund (Voter) • First Login - Update Email/Mobile Number • Cast the Vote

  16. Scrutinizer • View e-Voting Cycle • Authorize the poll results.

  17. Scrutinizer Registration • Scrutiniser has to provide Certificate details from • IE Browser along with e-Voting User Creation Form • Provide details (print screens) of respective • Certificate w.r.t General, details, certification path.

  18. Login to e-Voting website (Scrutinizer)

  19. Scrutinizer Login: Launch the Internet Browser and type the following URL in the address bar www.eVoting.nsdl.comand click on “Enter”. The Home screen will be displayed. Select the “Scrutinizer Login” as shown below. Click

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

  21. Scrutinizer Login: Click

  22. Scrutinizer Login:

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

  24. Scrutinizer Login: Click

  25. Scrutinizer Login: Click

  26. Road Map of e-Voting system of NSDL • MCA authorised NSDL for providing e-Voting facility - May 2, 2011 • NSDL developed e-Voting system - July 1, 2011. • Obtained the STQC certificate from Ministry of Communications & IT, Government of India -January 19, 2012. • Home page of e-Voting system launched- January 25, 2012 • More than 245 companies on 345 occasions have already availed e-voting services of NSDL

  27. 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

  28. THANK YOU

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