Topic:

meeting &

resolutions

Definition of meetingA meeting is a gathering of two or

more people that has been convened for the purpose of

achieving a common goal through verbal interaction, such as sharing

information or reaching agreement. Meetings may occur

face to face or virtually, as mediated by communications technology, such

as a telephone conference call or a videoconference.

In short…..

Meeting is a process to come together with a specific purpose at a particular

time……

Types of meeting

General meeting

Statutory meetingsAnnual general

meetingsExtraordinary

General meetings

Statutory meeting {sec-165}

•Every company limited by share or guarantee and having a share capital has to commence

•That’s the first meeting of the shareholder’s of the company

•Only once in a lifetime

• Board of directors to forward it at least 21 days before meeting.

• Every member to receive the copy.• Notice of meeting to clearly say

the word “statutory meeting”.• If the report is forwarded later than

21 days every member entitled to attend the meeting has to agree on the due forwarding process.

Contents of the report• Total shares allotted• Cash received• Abstract of the receipts and

payments• Directors and auditors• Contracts• Underwriting contract• Arrears of calls• Commission and brokerage

Procedure at meeting

•List of members

•Discussion of matters relating formational aspect

•Adjournment

Annual general meeting{SEC 166 & 167}

• Organize it within every 15 months with the exception of first meeting to be held in 18 months of the making.

• The meeting must be held in each year.

• It must not held later than 6 months from the date of balance sheet.

• Notify in writing 21 days prior to meeting.

Case law: Sree Meenakshi Mills Co. ltd v. Assistant

Registrar of Companies on 8 March, 1938 • The conviction of the company was in my opinion correct. Section

76(1) of the Companies Act requires a general meeting to be held once at least in every year. The argument on behalf of the petitioners is that since the general meeting called on 30th December, 1934, was adjourned to 31st March, 1935, and was held on that date, it follows that general meeting was held in 1934 and in 1935, and the general meeting held on the 28th January, 1936, was within 15 months of 31st March, 1935. This is specious, but unsound. It can be reduced to absurdity in a moment. If it were correct a general meeting held in 1934 could be adjourned to 1935 and again adjourned to 1936 arid so on without limit. But that would obviously not satisfy Section 76. Section 76 demands that there shall be a general meeting held once at least in every year, that is, one meeting per year, and as many meetings as there are years. It does not mean that the same meeting can go on being held once in-each year. The meeting on 31st March, 1935, was not a different meeting from the one which began on 30th December, 1934; it was the same meeting. Section 76 required that in 1935 a separate and distinct meeting should be held.

• The conviction of the company is therefore correct and the fine as reduced by the learned Sessions Judge is not excessive. The officers however cannot be said to have been "knowingly parties to the default" in the face of the evidence that they took legal advice and acted accordingly.

Importance of annual generalmeeting

•Consideration of accounts, balance sheet and reports of the board of directors and auditors

•Shareholders can take decisions relating to business

•Declaration of dividends•Appointment of directors•Appointment and fixed or

remuneration of auditors.

Extra-ordinary general meeting {SEC 169}

•Statutory and annual meetings are ordinary

•This meeting is called to decide upon a serious issue that cannot be delayed of the next annual meeting

•Board of directors on their own or on the request of members can call meeting and by the company law board.

Resolutions

• Resolutions mean decisions taken at a meeting. A motion, with or without amendments is put to vote at a meeting. Once the motion is passed, it becomes a resolution. A valid resolution can be passed at a properly convened meeting with the required quorum. 

RESOLUTIONS

ORDINARY RESOLUTION

SPECIAL RESOLUTION

RESOLUTION REQUIRING A

SPECIAL NOTICE

ORDINARY RESOLUTION[SEC 189 (1)]

•An ordinary meeting is passed at general meeting with majority votes

When is it needed?

• Issue of shares at discount {SEC 79 (2)}• Alteration of share capital {SEC 94 (2)}• Re-issue of redeemed debentures {SEC

121}• Appointment of MD {SEC 269}• Adoption of statutory report {SEC 165}• Increase/decrease number of directors

{SEC 258}• Appointment of selling agents {SEC 294}

Special resolution{SEC 189 (2)}

• It is only on special matters and requires majority of 3/4th to pass it

• The notice has to be duly given in the general meeting

• A copy of every special resolution has to be filled with registrar along with the explanatory statement within 30 days of passing resolution.

When is it needed?

• Alteration of memorandum {SEC 17 (1) & (2)}

• Change the name of the company {SEC 21}

• Payment of interests on capital {SEC 208 (2) & (3)}

• Voluntarily winding up of company {SEC 550 (1) (b)}

• Alteration of articles of company {SEC 31 (1)}

• Omission or addition of “private” word from name of company {SEC 21 }

Resolutions requiring a special notice {SEC 190}

• It is a different kind of ordinary resolution of which a notice of intention to move a resolution has to be given to the company by the proposer

• Notice has to be given within 14 days of proposed date of meeting

• Company should give notice to the members by advertising in newspapers/feeds.

When is it needed?•Appointment of the auditor other

than retiring ones {SEC 225}•Provision that a retiring auditor

will not be reappointed {SEC 225}•Removal of a director before the

expiry of his/her period {SEC 284}•Appointment of director in the

place of one who is removed {SEC 284}

•

Thank you