Paragraph 8 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Paragraph 8 of SS-2 turns a legal duty to offer e-voting into a sequence of steps for the Board and the Company Secretary: approvals, notice, advertisement, window, scrutiny and results. Each step has a time marker, so the paragraph reads most clearly as a calendar; a compliance advisory review can turn it into a dated checklist.
The version explained here is SS-2, as revised, effective from 1 April 2024 (approved by the Central Government under section 118(10)). ICSI may revise the Standards, so check the current version on icsi.edu. If a later change in the Companies Act makes any part of SS-2 inconsistent, the Act prevails.
Remote e-voting stays open for not less than three days and closes at 5 p.m. on the day before the meeting. The Board appoints a scrutiniser and an Agency and fixes a cut-off date not earlier than seven days before the meeting. An advertisement appears at least twenty-one days before the meeting. The scrutiniser reports within three days of the meeting, and results are shown for at least three days and placed on the website.
Who provides it, and to whom (8.1 and 8.2)
Every company that is required to provide e-voting, or chooses to, complies with this paragraph. The facility is offered to all members, whether their shares are held physically or in dematerialised form. Which companies are covered is dealt with in paragraph 7.2.1, discussed in the article on paragraph 7, and by the rule: see Rule 20 of the Management and Administration Rules, whose current text should be checked for exemptions. The Act's section is explained in section 108.
The window (8.3)
Remote e-voting remains open for not less than three days and the voting period closes at 5 p.m. on the day preceding the general meeting. The facility is blocked at the end, so a late vote cannot be cast.
Board approvals (8.4)
| Decision | What the Standard says |
|---|---|
| Scrutiniser(s) | One or more, who may be a Company Secretary in Practice, Chartered Accountant in Practice, Cost Accountant in Practice, an Advocate, or another person of repute who is not employed by the company and can scrutinise fairly and transparently. The scrutiniser may take help from a non-employee who knows the e-voting system. Prior consent is obtained and placed before the Board for noting |
| Agency | Appoint the Agency that provides and supervises the e-voting platform |
| Cut-off date | Not earlier than seven days before the meeting, to decide who is entitled to vote remotely or at the meeting |
Only members on the cut-off date who have not voted remotely may vote at the meeting.
Notice and advertisement (8.5)
Notice of a meeting at which e-voting is offered goes by registered post, speed post, courier, e-mail or other electronic means, not ordinary post. It is also placed on the company's website, if any, and on the Agency's website, and stays there until the meeting date.
An advertisement is published right after dispatch of notices and at least twenty-one days before the meeting, once in a vernacular newspaper of the district of the registered office and once in an English newspaper with country-wide circulation. It states that business may be transacted by e-voting; the start and end of remote e-voting; the cut-off date; how persons who became members after dispatch obtain login details; how members present vote at the meeting; that remote e-voting is not allowed after the closing time; that a member may attend after voting remotely but cannot vote again; the company and Agency websites; and the grievance officer's name, address, e-mail and phone. The advertisement is also posted on the company's website until the meeting ends.
The notice itself (8.5.3) must state that e-voting is provided, describe the remote procedure and the procedure at the meeting for others, give the start and end dates and times with a statement that the facility is blocked at the end, give the grievance contact, say that a member who voted remotely cannot vote at the meeting, mention how results will be declared, name the cut-off date (with a statement that non-members on that date should treat the notice as information), and describe login ID and password generation.
Declaration of results (8.6)
| Step | Requirement |
|---|---|
| Scrutiniser's report | Submitted within three days from the date of the meeting to the Chairman or an authorised person, who countersigns it |
| Declaration | The result is declared forthwith, with votes for and against, invalid votes and whether the resolution is carried |
| Display | For at least three days on the notice board at the registered, head and corporate offices (if elsewhere) |
| Website | Results with the scrutiniser's report go on the company's website and the Agency's website immediately after declaration |
| Deemed date | A resolution passed by the requisite majority is deemed passed on the date of the general meeting |
Custody (8.7)
The scrutinisers' register, report and related papers are kept in the custody of the Company Secretary or another person authorised by the Board.
What changed in 2024
The 2024 schedule of amendments lists no change to paragraph 8. The postal ballot items linked with e-voting (paragraphs 16.1 and 16.8) did change; see the article on paragraph 16 and the summary of the revised SS-1 and SS-2.
E-voting calendar for the Company Secretary
| When | Action |
|---|---|
| Board meeting | Approve scrutiniser (with consent noted), Agency and cut-off date |
| Not earlier than seven days before the meeting | Cut-off date |
| At least twenty-one days before the meeting | Advertisement published; website posting made |
| Not less than three days, closing 5 p.m. day before | Remote e-voting window |
| Meeting day | Ballot at the meeting for members who have not voted remotely |
| Within three days of the meeting | Scrutiniser's report to the Chairman, countersigned |
| After declaration | Results on notice boards and websites; papers to the Company Secretary |
A worked example
Lotus Pharma Limited plans an AGM. The Board approves a Company Secretary in Practice as scrutiniser, notes her written consent, appoints the Agency and fixes a cut-off date a week before the meeting. The advertisement is published twenty-two days before the meeting. Remote e-voting runs for four days and closes at 5 p.m. the day before. Members who did not vote remotely vote on a ballot at the meeting. The scrutiniser reports within three days; the Chairman countersigns, the result goes on the two websites, and the notice board at the registered office carries it for three days.
Need help with e-voting?
The e-voting calendar has many dependent dates and a single error can invalidate a vote. TaxClue's compliance advisory team can prepare the Board note, advertisement and timeline for your next meeting.
Key takeaways
- Remote e-voting stays open at least three days and closes at 5 p.m. the day before the meeting.
- The Board appoints the scrutiniser and Agency and fixes a cut-off date not earlier than seven days before the meeting.
- The advertisement appears at least twenty-one days before the meeting.
- The scrutiniser reports within three days of the meeting.
- The resolution is deemed passed on the date of the meeting.
Read next
- Paragraph 7 of SS-2: voting at general meetings
- Paragraphs 9 to 15 of SS-2: poll, resolutions and adjournment
- Paragraph 16 of SS-2: postal ballot
- Section 108: e-voting and remote e-voting
Disclaimer: Based on the Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 and SS-2 as revised effective 1 April 2024; SS-3 effective 1 January 2018; SS-4 effective 1 October 2018), as consulted on 3 October 2026. ICSI revises the Standards from time to time; check the current versions on icsi.edu and the Companies Act provisions referred to. This article is general information, not legal advice; check the official text before acting.