Scrutinizer Report for E-Voting and Postal Ballot — Complete Guide 2026

Who Is a Scrutinizer?

A Scrutinizer is a qualified independent professional appointed by the company to oversee, verify, and report on the voting process at general meetings (e-voting, poll, and postal ballot). Under Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014: the company must appoint a Scrutinizer who shall be: (a) a practicing Company Secretary (holding COP from ICSI), or (b) a practicing Chartered Accountant (holding COP from ICAI), or (c) a practicing Cost Accountant (holding COP from ICMAI), or (d) an Advocate — who is NOT in the employment of the company. The Scrutinizer ensures the integrity, transparency, and accuracy of the voting process.

Appointment of Scrutinizer

For E-Voting (Section 108): The Board of Directors appoints the Scrutinizer before the general meeting notice is dispatched. The Scrutinizer's name and credentials are mentioned in the notice of the meeting and e-voting instructions.

For Postal Ballot (Section 110): The Board appoints the Scrutinizer in the Board Resolution authorizing the postal ballot. The Scrutinizer's name and address are specified in the postal ballot notice.

For Poll at Meeting (Section 109): The Chairman of the meeting appoints the Scrutinizer(s) when a poll is demanded. The Scrutinizer may be different from the e-voting Scrutinizer.

Role and Responsibilities

The Scrutinizer's key responsibilities include:

Before Voting: (a) verify their appointment and ensure independence (no relationship with the company that could compromise objectivity), (b) understand the resolutions to be voted on, (c) coordinate with the e-voting platform provider (NSDL/CDSL/KFintech) for access to voting data.

During Voting Period: (a) for postal ballot: receive physical ballot forms at the designated address, (b) for e-voting: monitor the voting process through the e-voting platform (with read-only access), (c) ensure the voting period is correctly observed (start and end times).

After Voting Closes: (a) for physical ballot forms: open the sealed envelopes, verify each form (signed correctly, complete information, timely receipt), reject invalid forms, (b) access consolidated e-voting results from the platform provider, (c) consolidate physical votes + e-votes for each resolution, (d) calculate: total votes cast, votes FOR, votes AGAINST, invalid votes, percentage for and against, (e) determine whether each resolution is PASSED or NOT PASSED (ordinary resolution: >50%, special resolution: ≥75%), (f) prepare the Scrutinizer's Report.

Scrutinizer's Report — Format

[Illustrative format]

SCRUTINIZER'S REPORT

To
The Chairman
[Company Name]
[Registered Office Address]

Dear Sir/Madam,

I, [Scrutinizer Name], [FCS/ACS/FCA No.], was appointed as Scrutinizer for the purpose of scrutinizing the votes cast through e-voting / postal ballot / poll at the [Nth] Annual General Meeting / Extraordinary General Meeting / Postal Ballot of [Company Name] held on [Date] / conducted from [Start Date] to [End Date].

I submit my report as follows:

Details for Each Resolution:

Resolution No. 1: Total votes cast: [Number] (representing [Number] shares). Votes in favor: [Number] ([%]). Votes against: [Number] ([%]). Invalid votes: [Number]. Result: The resolution is PASSED as an Ordinary Resolution with [%] votes in favor.

Observations: [Any observations — invalid forms received, discrepancies noted, etc.]

Conclusion: Based on the above, I report that [the resolutions as set out in the Notice have been duly passed / Resolution No. [X] has not been passed].

[Scrutinizer Name]
[FCS/ACS/FCA No.]
[Date]
[Place]

Timeline

(a) The Scrutinizer must submit the report to the Chairman within 48 hours (2 working days) of the conclusion of the meeting / close of the voting period. (b) The Chairman declares the results based on the Scrutinizer's report — at the meeting itself (if the report is ready) or within 48 hours. (c) For listed companies: results must be communicated to the stock exchange within 2 working days and uploaded on the company website. (d) The Scrutinizer's report is maintained as part of the company's records — attached to or referenced in the minutes of the meeting.

Consolidation of Votes

For general meetings with e-voting + poll at the meeting: the Scrutinizer consolidates: (a) E-votes cast during the e-voting period (before the meeting), (b) Poll votes cast at the physical meeting (by members who did not vote through e-voting), (c) If a member votes through BOTH e-voting and physical poll: the e-vote is treated as valid and the physical vote is rejected (to prevent double voting). The consolidated result determines whether each resolution is passed or not.

Independence and Ethical Obligations

The Scrutinizer must be independent: (a) NOT an employee of the company, (b) NOT a director or KMP of the company, (c) NOT a relative of any director or KMP, (d) NOT financially interested in the outcome of any resolution, (e) MUST exercise professional skepticism — verify the integrity of votes without bias. The Scrutinizer's professional body (ICSI/ICAI/ICMAI) can take disciplinary action if the Scrutinizer acts improperly — including cancellation of Certificate of Practice.

Fees and Remuneration

The Scrutinizer's fees are paid by the company — fixed by the Board at the time of appointment. Fees vary based on: (a) size of the company (number of members), (b) complexity of the voting process (number of resolutions, e-voting + physical), (c) professional standing of the Scrutinizer. Typical fees: Rs. 5,000-50,000 depending on the above factors. The fees should be reasonable and commensurate with the responsibility — the Scrutinizer's report carries legal significance.