Company

Meeting and
Resolution
Kazi Murad Hossain
Assistant Professor, Law Discipline , Khulna
University
Meaning of company Meeting

 A meeting which is held by the shareholders, directors, creditors or by any

other parties whose interests are involved with the company, and which is
held for a common purpose i.e. business transaction .
 At least a quorum of members.
Requisite for a valid meeting

 Section 81 to 89 and schedule-1 of our Act provides provisions for holding of

general meeting of a company.
 Company can adopt some other rules to conduct the general meeting of
the company by its articles but this rules must not be contradictory to the
provisions of the Act.
Requisite for a valid meeting. Cont…

 1) Right convening authority

 2) Notice
 3) Quorum
 4) Chairman
Requisite for a valid meeting. Cont…

1) Right convening authority

 By the board of directors
 By directors on the requisition of the shareholders
 By the court
 Requisite for a valid meeting

2) Notice
 A notice is required to be served to all the concerned directors, members, and other parties.
 The notice should contain the date, place, and object of holding the meeting.

 Length of notice: Under section 85, an annual general meeting may be called by fourteen
days notice in writing and any other meeting except annual general meeting or a meeting
for the passing special resolution may be called by twenty one day notice in writing.
 However, a meeting may be called by a shorter notice, if all the members agree upon it.
Content of notice:

 date, place and time of holding the meeting.

 Object of the meeting
 Business to transacted
 Voting rights of the members whether in person or in proxy.

 Mode of serving notice:

 Person entitled to notice
 Transaction of business

a) general business : accounts and directors, report, the declaration

of dividends, the appointment of directors and auditors and fixing their
remuneration etc. (Ramji Lal Baisiwala vs. Baiton Cables Ltd.)
b) special business:

 Disclosure of material facts

Requisite for a valid meeting

3) Quorum: minimum number of members

required to hold a meeting.
Quorum for general meeting
Generally article fix the quorum. If article not fix
then,
In case of private company whose number of
member does not exceed six two members and if
such number exceeds six, three members.
In case of public company five.
Rules regarding quorum

Proxy not to be counted

Joint holding
Representation as member
Quorum to be effective
One member not to constitute a meeting
Absence of quoram
Requisite for a valid meeting

4) Chairman
 Appointment of the chairman: U/s 85, unless the article otherwise provide.
Any member.
 Selection of Chairman
 Absence of a chairman and subsequent appointment
Duties of a chairman

 Page 312 of the book: A I Khan, Fundamentals of Company Law, second

Edition, University Publications.
Powers of a chairman

 Page 313 of the book: A I Khan, Fundamentals of Company Law, second

Edition, University Publications.
Classification of Company Meeting
(NTK)
 Meeting of shareholders
 Meeting of directors
 Special meetings
Meeting of shareholders

 Statutory meetings;
 Annual General Meetings
 Extra-ordinary meetings; and
 Class meetings
Meeting of directors (NTK)

 Meeting of Board of Directors

 Meetings of committees of directors
Special Meeting (NTK)

 Meetings of creditors
 Meetings of debenture holders;
 Meetings of creditors and contributors on the winding up of the company
Statutory Meeting (S 83)

 Statutory meeting is the first meeting of the shareholders of a public

company.
 Within six months from the date of its incorporation.

Who are to hold statutory meeting?

Who are not to hold statutory meeting?
Annual General Meeting (section 81)

 One of the most important meetings of the shareholders.

 Every company is required to call it once a year.

Object of the annual general meeting:

Holding the meeting
At least one meeting in each calendar
year.
Importance of annual general meeting

 Page 319 of the book: A I Khan, Fundamentals of Company Law, second

Edition, University Publications.
Extra ordinary general Meeting

 All ordinary or general meetings of the company other than annual genral
meetings are called extra-ordinary general meeting
 Statutory general meeting is not extra ordinary general meetings.
 Calling an extra –ordinary genral meeting: When convenend
 There is some special business to be transacted; or
 According to articles it can’t be transacted at an annual general meeting; or
 If it can done at an annual general meeting , it is so urgent that it can’t be
deffered till the next annual general meeting.
An extra-ordinary general meeting
may be called in the following ways:
 By directors
 By directors on the requisition of the share holders
 By the share holders. (within 21 days of not following the requisition by
directors)
 By the court
Resolutions

 From the transaction of the business at the meeting, at first a proposal is

presented before the board of its decision, and when the proposal is
accepted by the members present at the meeting by means of votes, it is
called resolution.

 Oxford dictionary defines a proposal as “a statement of an opinion agreed

on by a committee or a council, specially by means of a vote”.
 When a proposal is accepted a the meeting in accordance with the
agenda, it is called a resolution.
Classification of resolutions

 Ordinary resolutions
 Extra ordinary resolutions and
 Special resolution
Ordinary resolutions

 When a resolution is passed by a simple majority of the votes of the

members entitled to vote either in person or by proxy, it is called ordinary
resolution.
Business transacted by ordinary
resolutions
 Page 329 of the book: A I Khan, Fundamentals of Company Law, second
Edition, University Publications.
Special Resolution

 Passed by a majority of not less than three-fourths of such members present

at the meeting and entitle to vote .
 At least 21 days notice specifying the intention of the meeting.
Business transacted by special
resolution:
 Alteration of the name of the company
 Alteration of the article of association of the company.
 Alteration of the memorandum of the association of the company
 Variation of the shareholders rights.
Business transacted by special
resolution:
 Reduction of the share capital of the company.
 Authorizing the payment of interests out of capital .
 Authorizing the investigation of the affairs of the company.
 Creation of reserve capital etc.
Extra ordinary resolutions

 For the purpose of taking decision about important matter, an

extraordinary resolution is required to be passed.
 Provision is quite similar to special resolution.
 Necessary Three forth of the member present and entitle to vote.
 Required to send a copy of the extra ordinary resolution to the registrar with
15 days from the passing of such resolution
 Here days means ‘clear days’
Required References:

 (i) Dr. M Zahir, Company and Securities Laws , Revised and Updated
edition 2005, The University Press Limited.
 (ii) The Companies Act, 1994 (Govt. Publication).
 (iii) Avtar Singh, Company Law, Fourteenth Edition, 2004, Eastern Book
Company.
 (iv) A I Khan, Fundamentals of Company Law, update Edition, University
Publications
Thank You!