Meetings and Resolutions

1. Meetings and Resolutions

2. 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”

3. 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

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

5. Shareholders’ meetings • Statutory Meeting • Annual General Meeting • Extraordinary General Meeting • Class Meeting

6. 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)

7. 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

8. Annual General Meeting • Business of the Meeting • General Business • Special Business

9. 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

10. 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

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

12. Board of Directors Meetings • Meeting of Board of Directors • Meeting of Directors Committees

13. 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

14. Kinds of Resolutions • Ordinary Resolution • Special Resolution • Resolution Requiring Special Notice

15. Difference between an Ordinary Resolution and a Special Resolution Ordinary 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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