MEETINGS AND RESOLUTIONS

Meetings: The Companies Act provides for the following types of meetings:
A. Meetings of the shareholders: I. Statutory Meeting II. Annual General Meeting III. Extra-ordinary General Meeting IV. Class Meetings under certain circumstances the Court can order certain meetings.

B. Other Meetings: I. Meetings of the creditors II. Meetings of the debenture holders.
C. Meetings of directors.
i) Statutory meeting: Every public company limited by shares and every company limited by guarantee and having a share capital, must within a period of not less than one month and not more than six months from the date at which the company is entitled to Commence business, hold a general meeting of members which is to be called, the Statutory Meeting.

ii) Annual general meeting: General Meeting of a company means a meeting of it member for specified purposes. There are two kinds of General Meetings, (a) The first Annual General Meeting of a company may be held within a period of not more than 18 months from the date of its incorporation. If such a meeting is held within the period, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation or in the following year.

Subject to the above mentioned provision a company must hold an annual general meeting each year. Not more than 15 months shall elapse between the date of one annual general meeting and the next.

b) Other general meetings:

Meeting called by the Board of directors The Board of directors can call a general meeting of the members any time by giving not less than 21 days notice. A general meeting may be called with a shorter notice under certain circumstances. Meeting by order of Company Law Board The Company Law Board can order .a meeting of a company other than an annual general meeting.

iii) Extraordinary General Meeting on Requisition:

The Board of directors can be compelled to hold a General Meeting upon request or requisition made for it, under the following conditions:
(a)

The requisition must be signed by members / Companies holding at least 1/10th of the paid up capital of the Company The requisition must set out the matters which will be considered at the meeting. The requisition must be deposited at the registered office of the Company.

(b)

(c)

The Board must, within 21 days of the receipt of a valid requisition, issue a notice for the
holding of the meeting on a date fixed within 45 days of the receipt of the requisition.

Rules of procedure regarding meetings: The general rules of procedure as regards shareholders' meeting can be summarised as follows: 1. Proper authority: The Board of directors is the proper authority to pass a resolution at a duly convened Board meeting to arrange a meeting. 2: Notice: Notice of every meeting must be given to a) all members entitled to vote upon the matters which are proposed to be dealt with in the meeting; b) the legal representatives of deceased or insolvent members coming under the above category; and c) the auditors of the Company.

Notice must be given at least 21 days before the Meeting. Meetings may be called with a shorter notice under the following circumstances: (a) In the case of an annual general meeting, if it is agreed to by all the members entitled to vote thereat. (b) (b) In the case of any other meeting of a company with a share capital, if it is agreed to by members holding not less than 95% of such part of the paid up share capital of the company as given a right to vote at the meeting.

3. The Agenda: The Explanatory Statement: The notice must specify the business to be transacted in the meeting. The Act states that notice must annex an "Explanatory Statement" at which some special business is to be transacted. 4. The Quorum: Quorum means the minimum number of members required to hold a meeting. According to the Act, quorum is constituted by 5 members, personally present (in the case of a public company) and 2 members personally present in the case of other companies. 5. Chairman: Unless other-wise laid down in the articles, the members personally present at the meeting shall elect a Chairman, from amongst themselves, by show of hands. 6. Proxy: Any member, entitled to attend and vote in a meeting, can appoint another person to attend and vote on his behalf. The person appointed is called the Proxy. A proxy is not entitled to speak in the meeting and can vote only on a poll unless the articles provide otherwise.

7. Method of Voting: Resolutions are to be voted upon, in the first instance, by show of hands. The Chairman's declaration of the results of voting by show of hands is conclusive. A poll is to be taken, (i) if the Chairman so directs; (ii) in all cases, if it is demanded by members holding at least 1/10th of the voting power or paid up capital ; (iii) in the case of public companies if it is demanded by 'at least 5 members present and entitled to vote; and (iv) in the case of private companies if it is demanded by-any one member if not more than seven members are present and by two members if more than seven members are present. Resolutions: The Act classifies resolutions into the following types : I. Special Resolution II. Ordinary Resolution and III. Resolution requiring Special Notice.

i) Special Resolution: A special resolution is necessary for deciding important matters. The Act specifies what these matters are, Ex : Reduction of Capital ; Winding up etc. Procedure for Passing a Special Resolution A special resolution may be passed in a general meeting of members called in the usual way with the usual notice. But the following conditions must be satisfied.
a)
b)

The notice calling the general meeting must specify that a special resolution will be moved. The number of votes cast in favour of the resolution whether by show of hands or by poll, must be at least three times the number cast against it.

Special resolution is required for the following issues.

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

Alteration of Memorandum for changing the place of registered office from one state to another or alteration of objects with the leave of the Company Law Board, change of name of the company with the consent of the Central Government, alteration of the Articles of the company, conversion of any portion of the uncalled capital into reserve capital, reduction of share capital, variation of shareholders' rights, payment of interest out of capital, allowing a director to hold an office of profit under the company, alteration of memorandum of rendering the liability to directors unlimited, winding up a company voluntarily.

ii) Ordinary Resolution: All matters not required to be decided by a special resolution, may be decided by ordinary resolution. An ordinary resolution is passed, when the number of votes cast in its favourexceeds those cast against it. iii) Resolution by special notice: Where by any provision contained in the Act or in the articles, special notice is required of any resolution, the intention to move the resolution shall be given to the Company not less than 14 days before the date of meeting where the resolution is to be moved, exclusive of the day on which the notice is served or deemed to be served and the day of the meeting. The Act requires special notice in certain cases. Examples: appointment of a retired or removed auditor; appointment of a director in place of a removed director; etc. Minutes of proceedings: By the term "minutes" is meant a written record of the proceedings of a meeting. As company meetings are of considerable legal importance, it is necessary to keep a record of the proceedings in a permanent form. .

Annual return: The Annual Return is a statement of particulars, which is required to be filed by a company after every annual general meeting. Section 159 of the Act provides that every company having a share capital shall, within sixty days from the day on which each annual meeting is held, prepare and file with the register a return containing particulars regarding the following:
(a) (b) (c) (d) (e) (f) (g)

its registered office, the register of its members, the register of its debenture holders, its shares and debentures, its indebtedness, its members and debenture holders, past and present, and its directors, managing directors, managing agents, secretaries and treasurers, managers and secretaries, past and present