Rule 20 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.
Rule 20 is the procedure for electronic voting at general meetings under section 108 of the Companies Act, 2013. It says which companies must give members the facility, what the notice and advertisement must contain, how long remote e-voting must stay open, who may scrutinise, and when results must be posted. This article explains rule 20 as amended up to G.S.R. 358(E) dated 30 May 2025 (forms), with the rule text per the MCA e-book to G.S.R. 801(E) of 27 October 2023. Later amendments should be checked.
Every company that has listed its equity shares on a recognised stock exchange, and every company with not less than one thousand members, must provide e-voting on resolutions proposed at a general meeting (rule 20(2)). Remote e-voting must stay open for not less than three days and close at 5.00 p.m. on the day before the meeting, the cut-off date cannot be earlier than seven days before the meeting, and the public advertisement must appear at least twenty-one days before it. A scrutiniser, who is not in the company's employment, reports within three days of the end of the meeting.
Rule 20(1) and (2): who must provide e-voting
Rule 20(1) applies the rule to general meetings for which notices are issued on or after the commencement of the rule. Rule 20(2) requires every company which has listed its equity shares on a recognised stock exchange, and every company having not less than one thousand members, to give its members the facility to vote on resolutions at a general meeting by electronic means.
The proviso exempts a Nidhi, and an enterprise or institutional investor referred to in Chapter XB or Chapter XC of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. These references are as printed; check the current SEBI regulations before relying on the exemption. Explanation-I defines "Nidhi" as a company incorporated as a Nidhi to cultivate thrift and savings among its members, receiving deposits from and lending to members only, for their mutual benefit, and complying with the prescribed rules.
Explanation-II: the defined terms
- Agency: NSDL, CDSL, or any other entity approved by the Ministry of Corporate Affairs with the required certificate from the Standardisation Testing and Quality Certification Directorate.
- Cut-off date: a date not earlier than seven days before the general meeting, for determining eligibility to vote.
- Remote e-voting: casting a vote through an electronic voting system from a place other than the venue of the general meeting.
- Voting by electronic means: remote e-voting plus voting at the meeting through an electronic voting system, which may be the same system.
"Electronic voting system", "cyber security" and "secured system" are also defined, in terms of a secured system that registers and counts every vote on a centralised server.
Rule 20(3) and (4): the procedure
A member may vote electronically on the resolutions in sub-rule (2), and the company passes them in accordance with the rule. A company that gives the facility follows these steps (rule 20(4)):
- Notice (clause (i)). Sent to all members, directors and auditors by registered or speed post, by registered e-mail ID, or by courier, and placed (clause (ii)) on the company's website, if any, and the agency's website forthwith.
- Contents of the notice (clauses (iii) and (iv)). It states that e-voting is provided, that voting by electronic system, ballot or polling paper will also be available at the meeting, and that members who voted remotely may attend but not vote again. It also describes the process, the time schedule, the login ID details and how to get the password.
- Advertisement (clause (v)). Published immediately on completing despatch of the 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 the start and end of remote e-voting, the cut-off date, how late joiners get a login ID and password, the website addresses, and the grievance contact's details.
- Window (clause (vi)). Remote e-voting stays open for not less than three days and closes at 5.00 p.m. on the day preceding the general meeting.
- Who votes (clause (vii)). Members holding shares in physical or dematerialised form on the cut-off date. A vote once cast cannot be changed or cast again.
- Blocking (clause (viii)). The facility is blocked forthwith at the end of the remote voting period. If the same system is used at the meeting, it runs until all resolutions are voted upon, for members attending who have not voted remotely.
The scrutiniser
- Clauses (ix) and (x): the Board appoints one or more scrutinisers: a Chartered Accountant, Cost Accountant or Company Secretary in practice, an Advocate, or another person of repute not in the company's employment who can scrutinise fairly and transparently. The scrutiniser may take help from a person, not in the company's employment, who knows the system, and must be willing to serve.
- Clause (xi): at the end of the discussion, the Chairman allows voting under rule 21(1)(a) to (h), with the scrutiniser's help, for members present who have not voted remotely.
- Clause (xii): after the voting at the meeting, the scrutiniser first counts the meeting votes, then unblocks the remote votes before at least two witnesses not in the company's employment, and, not later than three days after the conclusion of the meeting, makes a consolidated report to the Chairman or a person he authorises in writing, who countersigns it. The result is declared forthwith.
- Clause (xiii): after remote voting closes and before the meeting, the scrutiniser can see which members voted remotely, but not how, so that they cannot vote again.
- Clauses (xiv) and (xv): the scrutiniser keeps a register of assent or dissent, and holds it with all papers in safe custody until the Chairman signs the minutes, then hands them to the company.
Results and effect
- Clause (xvi): the results and the scrutiniser's report go on the company's website, if any, and the agency's website immediately after the Chairman declares them; a listed company also forwards them to the stock exchanges.
- Clause (xvii): subject to the requisite votes (section 114), the resolution is deemed passed on the date of the relevant general meeting.
- Clause (xviii): a resolution proposed to be considered through electronic voting cannot be withdrawn.
Timeline at a glance
| Step | Period printed in rule 20 |
|---|---|
| Cut-off date | Not earlier than seven days before the meeting |
| Advertisement | At least twenty-one days before the meeting |
| Remote e-voting open | Not less than three days, closing at 5.00 p.m. on the day before the meeting |
| Scrutiniser's report | Not later than three days of the conclusion of the meeting |
A worked example
Banyan Retail Limited (invented), a listed company, follows the timeline above for its annual general meeting, with a Company Secretary in practice as scrutiniser. The section is explained in Section 108: E-Voting and Remote E-Voting, the poll rules in Rules 21 and 23, and the postal ballot, which borrows rule 20, in Rule 22. Our compliance advisory team can build a meeting calendar from these periods.
Need help with e-voting compliance?
Each date in an e-voting cycle depends on the others, and a missed advertisement can undermine the resolution. We can map the cut-off date, window and scrutiniser steps for your next meeting through our compliance advisory service.
Key takeaways
- E-voting is mandatory for listed companies and companies with not less than one thousand members, with a carve-out for Nidhis and certain investors.
- Cut-off: not earlier than seven days before the meeting. Advertisement: at least twenty-one days before. Remote window: three days, closing at 5.00 p.m. the day before.
- Scrutiniser: independent of the company's employment; report within three days of the end of the meeting.
- A remote voter may attend but cannot vote again; a vote cannot be changed.
- A resolution put to e-voting cannot be withdrawn.
Read next
- Section 108: E-Voting and Remote E-Voting
- Rules 21 and 23: poll scrutiny and special notice
- Rule 22: postal ballot procedure
- Rules 17 to 19: EGM requisition, notice and proxies
Disclaimer: Based on the Companies Act, 2013 rules (and the Companies (Auditor's Report) Order, 2020) named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.