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 MeetingA 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 timeA company’s meeting is held according to the

provisions of the Companies Act

Kinds of MeetingsCompany’s Meeting

Shareholders Meeting

Board of directors Meeting

Creditors’ Meeting

Debenture-holders’ Meeting

Statutory Meetings

Annual General Meeting

Extraordinary General Meeting

Class Meeting

Shareholders’ meetingsStatutory MeetingAnnual General MeetingExtraordinary General MeetingClass Meeting

Statutory Meeting

Necessity of Statutory MeetingA private companyCompany limited by guarantee but not having

share capitalAn unlimited companyA private company that is later converted to a

public companyA private company which is recognised as a

public company under section 43(A)

Legal Provisions Regarding Statutory Meeting

Statutory ReportCertification of ReportFiling of Report with the RegistrarProcedure of MeetingConsequences of Failur e to hold Statutory

Meetings

Annual General MeetingBusiness of the Meeting

General BusinessSpecial Business

Statutory Provisions Regarding the Annual General MeetingTime Interval for Calling the MeetingNotice and Place of MeetingSending Copies of Balance Sheet and

Auditors’ Report to MembersConsequences of not holding the Annual

General Meeting

Extraordinary General MeetingExtraordinary General Meeting may

be called:To make an alteration in the company’s

memorandum or articles of association.To issue fresh debenturesTo increase, reduce or reorganise the

company’s share capital

Who may Call such MeetingsBy the DirectorsBy the Directors on Requisition of MembersBy the Requisitionists ThemselvesBy National Company Law Tribunal

Board of Directors MeetingsMeeting of Board of DirectorsMeeting of Directors Committees

Statutory Provisions Regarding Boards MeetingsPower to convene the MeetingPeriod of MeetingNotice and Agenda of the MeetingQuorumChairman of the MeetingDecision making ProcedureDecision without MeetingMinutes of Meetings

Kinds of ResolutionsOrdinary ResolutionSpecial ResolutionResolution Requiring Special Notice

Difference between an Ordinary Resolution and a Special ResolutionOrdinary Resolution 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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