Meeting, Types of

Meeting, Quorum,
Conduct Procedure,
Passing of Resolution
FAS AN1
Meeting The purpose of a
business meeting is to
A meeting is used to
discuss issues that
It’s a lawful association
where assembly of two
follow the cannot be addressed in or more persons
predetermined agenda a simple memo or occurs by prior notice
which must be validly departmental email for some business
summoned and transaction
conveyed
Essentials for a Meeting

AT LEAST PRESENCE OF LAWFUL ASSEMBLY OF PRIOR NOTICE MUST BE DEALING OF A BUSINESS

TWO OR MORE PERSONS THE PEOPLE GIVEN TO THE ATTENDEES TRANSACTION
FOR THE MEETING
Types of Meetings
Company Meetings

Meetings of the Other Meetings

Directors Meetings
share holders

Committee Meeting of Meeting of the

Board Meetings debenture holders creditors
meetings

Annual general Extra ordinary

Statutory Meetings Class Meetings
Meetings General Meetings
 • Statutory Meetings

• first meeting of the shareholders conducted after the commencement

of the business of a public company that has a share capital
• Should be held within 3 months but not earlier than one month from
the date of commencement of business of the company
• Conducted only once in the lifetime of the company
• To discuss any matter relating to the formation of the company or
arising out of the statutory report

Share holder • Annual General Meetings

Meetings • AGM should be conducted by both private and public ltd companies
whether limited by shares or by guarantee; having or not having a share
capital
• In the Annual General Meeting, the audited accounts of the Company
are approved, appointment of auditors and Directors are finalized and
to declare dividend
• notice for annual general meeting must be sent to all the member,
auditors and debenture trustees atleast 21 days before the meeting.
 • Extra ordinary general meetings

• EOGMs are generally called by the Board of Directors

for transacting some urgent or special business, which
cannot be postponed till the next Annual General
Meeting
• The board of directors may also call an extraordinary
general meeting on the requisition of given number of
members.
Share holder • All business transacted at an ExtraOrdinary General
Meeting are called Special Business

Meetings
• Class Meetings
• Held by the shareholders of a particular class of shares
e.g. preference shareholders or debenture holders
• conducted when it is proposed to alter, vary or
affect the rights of a particular class of shareholders.
 Directors meeting

Board Meeting
• The Directors are to meet frequently to decide both policy and routine matters.
• Every company must hold a board meeting at least once in every three months and at least four
such meetings should be held every year

Committee Meetings
• Audit committees, Stakeholders relationship committee, corporate social responsibility
committees etc

Other meetings

Meeting of creditors
• The meetings of creditors are called when the company purposes to make a scheme for
arrangement with its creditors.
• Creditors meeting are also organized in the case of creditor’s voluntary winding up

Meeting of debenture holders

• The debenture holders of a particular class conduct these meeting
• They are generally conducted when the company wants to vary the terms of security or to modify
their rights or to vary the rate of interest payable etc.
 • Quorum is the minimum number of directors that is
considered to be necessary to conduct a Board meeting.
• Board meetings cannot be held without the requisite
minimum quorum present.
• A minimum quorum is one-third of the total strength of
Quorum – directors or 2 directors whichever is higher.
• A board meeting can take place only if the quorum is
Companies Act, present and any decision taken in a Board meeting
without the presence of a Quorum would be void
2013 • The quorum includes the directors who are participating
in the Board meeting through video conferencing or by
other audiovisual means.
 Quorum – While commencing the Meeting

If the requisite Quorum is not

If the articles are silent, then If that day happens to be a
available at the start of a
the meeting automatically national holiday, then it will
Board meeting, the meeting
stands adjourned to the be postponed to the next
stands adjourned as provided
same day, same time in the available date which is not a
in the Articles of
upcoming week. national holiday.
Association of the company
 Quorum – Disinterested Directors
The interested directors are
not counted for the purpose
of the quorum for a Board
Meeting.
The quorum of disinterested
Discussions or meetings
directors is required for each
would not be convened
business transacted at the
without the participation of
Board meeting unless the
quorum of disinterested
articles provide for a higher
directors.
quorum.
 • No Board meeting could take place without a quorum.
However, due to circumstances beyond the control of
the company or directors, the number of directors may
be reduced below the minimum quorum.(The reason for
reduction could be death, registration, removal,
automatic vacancy or disqualification of a director.)
• If the number of directors is reduced, the only exception
is that a single director can hold a Board Meeting either
Quorum – for increasing the number of directors to fix the
minimum amount of quorum or summoning a general
Exception meeting for a company.
• A single director cannot hold a meeting for any purpose.
This provision applies only if the number of directors is
reduced to one. If there are only 2 continuing directors
on the board, the condition of the quorum is fulfilled
and this exception will not be applicable.
 Conduct Procedure

THE PURPOSE OF THIS IT IS USED TO DESCRIBE THE PROCEDURE FOR EVERYONE MUST ACT IN HIGHEST ETHICAL IT’S HELPFUL IN
CONDUCT PROCEDURE IS THE STANDARDS OF DEALING WITH CONDUCT ACCORDANCE WITH STANDARD MUST BE MAINTAINING
TO ENSURE A COMMON BUSINESS AND ISSUES APPLIES TO ALL APPLICABLE LAWS AND MAINTAINED IN THE CORPORATE REPUTATION,
COMMITMENT TO ALL STANDARDS OF CONDUCT EMPLOYEES UNLESS PROCEDURES BUSINESS DEALINGS IT’S INTEGRITY.
APPLICABLE LAWS, EXPECTED OF EMPLOYEES, OTHERWISE STATED. THIS
REGULATIONS, AND OFFICERS AND DIRECTORS INCLUDES PERMANENT,
STANDARDS OF TEMPORARY AND
BEHAVIOUR PROBATIONARY
EMPLOYEES

HELPS TO CREATE,
MAINTAIN A FAIR,
PROFESSIONAL AND
HONEST WORKPLACE
CONDUCT OF
PROCEDURE
• Compliance with laws and rules
• Maintaining Employment relationship
• Compliance with the Code’s standard
• Reporting of conflicts of interest
• Reporting of gifts and entertainment
• Maintaining Financial and Accounting Integrity
• Maintaining highest ethical standards
• Observance of compliance with laws
• Communication in truthfulness
• Employment at will
• Trade secrets and confidential information must not be shared
• Not indulge in Theft, Fraud, Pilfer and Non Financial irregularities
 • A Resolution may be defined as an agreement or
decision made by the directors or members of a
company. A proposed resolution is a motion. When a
resolution is passed a company is bound by it.
• The resolutions could be on just about any subject in
case of Board meetings since they are ultimately
responsible for running the Company. The Act generally
specifies the matters in respect of which resolutions are
PASSING OF required to be passed by the members in general
meetings.
RESOLUTION • Basically, there are three types of resolutions:
• Ordinary Resolution
• Special Resolution
• Unanimous Resolution.
Section 114 of the Companies Act, 2013 defines an Ordinary and Special Resolutions. It states:

• A resolution shall be an ordinary resolution if the notice required under this Act has been
duly given and it is required to be passed by the votes cast, whether on a show of hands, or
electronically or on a poll in favour of the resolution, including the casting vote of the
Chairman, by members who, being entitled so to do, vote in person, or where proxies are
allowed, by proxy or by postal ballot, exceed the votes cast against the resolution by
members, so entitled and voting.

• A resolution shall be a special resolution when—

 The intention to propose the resolution as a special resolution has been duly specified in
the notice calling the general meeting or other intimation given to the members of the
resolution
 The notice required under this Act has been duly given
 The votes cast in favour of the resolution, whether on a show of hands, or electronically
or on a poll, as the case may be, by members who, being entitled so to do, vote in person
or by proxy or by postal ballot, are required to be not less than three times the number of
the votes cast against the resolution by members so entitled and voting.
 • No resolution shall be deemed to have been duly passed by
the Board or by
a committee thereof by circulation, unless the resolution
has been circulated in draft, together with the necessary
papers to all the directors, or members of the committee.
• The delivery of the resolution is done either in person by
post or by courier, or through such electronic means as may
be prescribed and has been approved by a majority of the
SECTION 175: PASSING directors or members, who are entitled to vote on the
resolution.
OF RESOLUTION BY
• There should be at least one-third of the total number of
CIRCULATION directors of the
company.
• A resolution under sub-section (1) shall be noted at a
subsequent meeting of the
Board or the committee thereof, as the case may be, and
made part of the minutes of such meeting.
Matters Requiring
Ordinary
Resolution as per
Company Act Section No Matters Requiring Ordinary Resolution as per Company Act 2013
Where Registrar direct to change the name of the company within 3 months
4
2013 16 Where Central Government direct to change the name of the company within 3/6 months

61 Alteration of Memorandum of Association ( Increase /Consolidate/ sub-divide/ convert/ cancellation

of Share Capital)

63 Capitalization of Company profit or Reserves to issue fully paid bonus shares

65 Unlimited company to provide for reserve share capital on conversion into a limited company

73 & 76 Accepting deposits from public

148 Fixing of Remuneration of Cost Accountant

161 Appointment of Alternate Director

169 Removal of Director before expiry of term except Director appointed by Company Law Tribunal/
Board
Matters Requiring Special Resolution as per Company Act 2013

Section No Matters Requiring Special Resolution as per Company Act 2013

5 Alteration of Article Of Association while converting from Private Limited to Public Limited and Vice
versa

12 To change the Registered office of the company outside the Local limits of the city, town or village

13 For Alteration of Memorandum of Association of the Company

14 For Alteration of Article of Association of the Company

13 & 27 Change in the Object Clause of Memorandum of Association of the Company

41 To issue Global Depository Receipt in any Foreign Country

54 Issue of Sweat Equity Shares ( Except this share cannot be issued at discount )

62 For issuing further shares to Employees of the Company under the scheme of Employee Stock Option
Plan & to determine the terms of issuing Debentures convertible into shares

66 Reduction of Share Capital