Chapter VII - Management and Administration
Section 108
Section 108: voting through electronic means
Section 108 empowers the Central Government to prescribe the class or classes of companies, and the manner, in which members may vote by electronic means.
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Need advice on Section 108?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
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.
Introduction
Section 108 is an enabling provision. The detailed rules on who must provide electronic voting and how it is run are in rule 20 of the Companies (Management and Administration) Rules, 2014, as amended.
Electronic voting links to other provisions. Section 107(1) applies a show of hands only where no poll is demanded and voting is not carried out electronically. Section 110’s proviso lets a company required to provide electronic voting take mandatory postal-ballot items at a general meeting.
Key takeaways
Rule-making power
The Central Government prescribes the classes of companies and the manner of electronic voting.
Rule 20
Rule 20 of the 2014 Rules, as amended, contains the e-voting classes and procedure. Check its current text.
Link to postal ballot
A company required to provide e-voting under section 108 may transact mandatory postal-ballot items at a general meeting.
Find the applicable rule
Section 108 itself sets no thresholds. Rule 20 of the Companies (Management and Administration) Rules, 2014 is titled “Voting through electronic means” and sets the classes and procedure. It has been amended since 2014, so confirm its current text before deciding whether e-voting is mandatory.
- India Code — consolidated Companies Act, 2013, section 108
- India Code — consolidated Companies Act, 2013, section 107
- India Code — consolidated Companies Act, 2013, section 110
- eGazette — S.O. 902(E), 26 March 2014 (commencement from 1 April 2014)
- eGazette — Companies (Management and Administration) Rules, 2014, G.S.R. 260(E)
Effect on other voting provisions
Under section 107(1), a resolution is decided on a show of hands unless a poll is demanded under section 109 or the voting is carried out electronically.
The proviso to section 110(1) allows business that would otherwise need a postal ballot under section 110(1)(a) to be transacted at a general meeting by a company required to provide e-voting under section 108.
Practical preparation
Check the current rule 20 classes against the company’s listing status and membership. Appoint the scrutiniser and agency the rule requires. Align the notice, cut-off date and results process with the rule. Record the votes cast electronically.
Section 122(1) states that section 98 and sections 100 to 111 do not apply to a One Person Company.
Practical checklist
Do
- Read section 108 with the current rule 20.
- Keep the e-voting results and scrutiniser report with the minutes.
Avoid
- Do not assume a show of hands decides a resolution when e-voting has been carried out.
- Do not rely on the 2014 version of rule 20 without checking later amendments.
Illustrative example
Hypothetical: is e-voting mandatory?
An unlisted public company is preparing its AGM notice.
Rule check
The secretary compares the company with the classes in the current rule 20.
Decision
If the company falls in a prescribed class, it provides e-voting in the prescribed manner.
Record
The results and scrutiniser report are kept with the minutes.
Outcome
- The company’s voting process follows section 108 and the rule in force.
Glossary
- Electronic voting
- A member’s exercise of the right to vote by electronic means in the prescribed manner.
- Rule 20
- The rule in the Companies (Management and Administration) Rules, 2014 on voting through electronic means.
Frequently asked questions
Does section 108 itself say which companies must offer e-voting?
No. It empowers the Central Government to prescribe the classes and manner. Those details are in rule 20 of the 2014 Rules, as amended.
How does e-voting affect postal-ballot items?
A company required to provide e-voting under section 108 may transact items that would otherwise need a postal ballot at a general meeting, under the proviso to section 110(1).
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026