Meetings and Resolutions

Meetings “Any gathering , assembly or coming together of two or more persons for the transaction of some lawful business of common concern is called meeting”

Characteristics of a Company Meeting A company’s meeting is a get together of two or more persons. Before a meeting is held ,the members are given a notice about the meeting. A meeting is held at specific place and time A company’s meeting is held according to the provisions of the Companies Act

Kinds of Meetings Company’s Meeting Creditors’ Meeting Debenture-holders’ Meeting Shareholders Meeting Board of directors Meeting Extraordinary General Meeting Statutory Meetings Annual General Meeting Class Meeting

Shareholders’ meetings Statutory Meeting Annual General Meeting Extraordinary General Meeting Class Meeting

Statutory Meeting Necessity of Statutory Meeting A private company Company limited by guarantee but not having share capital An unlimited company A private company that is later converted to a public company A private company which is recognised as a public company under section 43(A)

Legal Provisions Regarding Statutory Meeting Statutory Report Certification of Report Filing of Report with the Registrar Procedure of Meeting Consequences of Failur e to hold Statutory Meetings

Annual General Meeting Business of the Meeting General Business Special Business

Statutory Provisions Regarding the Annual General Meeting Time Interval for Calling the Meeting Notice and Place of Meeting Sending Copies of Balance Sheet and Auditors’ Report to Members Consequences of not holding the Annual General Meeting

Extraordinary General Meeting Extraordinary General Meeting may be called: To make an alteration in the company’s memorandum or articles of association. To issue fresh debentures To increase, reduce or reorganise the company’s share capital

Who may Call such Meetings By the Directors By the Directors on Requisition of Members By the Requisitionists Themselves By National Company Law Tribunal

Board of Directors Meetings Meeting of Board of Directors Meeting of Directors Committees

Statutory Provisions Regarding Boards Meetings Power to convene the Meeting Period of Meeting Notice and Agenda of the Meeting Quorum Chairman of the Meeting Decision making Procedure Decision without Meeting Minutes of Meetings

Kinds of Resolutions Ordinary Resolution Special Resolution Resolution Requiring Special Notice

Difference between an Ordinary Resolution and a Special Resolution An Ordinary resolution is one which is passed in the company’s general meeting by a simple majority of votes ie-51%. No notice is required to be given for moving an ordinary resolution.. All matters relating to the company’s business,except those which need to be settled by a special resolution, are settled by an ordinary resolution. An ordinary resolution does not need to be registered with the registrar. The votes cast in favour of the resolution , whether in person or by proxy, are not less than three times the votes cast against the resolution by members so entitled. A prior notice needs to be given for moving a special resolution in any meeting of the company. A special resolution is meant to make decisions in important matters and protect the rights of company’s members. A copy of every special resolution must be delivered to the Registrar within 30 days of its being passed.

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