MEETINGS AND Unit 4

RESOLUTION
ORDINARY RESOLUTION SEC
114(1)
 MATTERS THAT CAN BE PASSED BY
ORDINARY RESOLUTION
Approval of annual accounts
Election of directors
Declaration of dividend
Appointment of auditors and fixing their remuneration
Increase of share capital, conversion of shares into stock and reconversion
Issue of bonus shares
Appointment and removal of director other than appointed by Tribunal
SPECIAL RESOLUTION : SEC 114(2)
 FOLLOWING MATTERS SHALL REQUIRE
PASSING OF SR
Alteration of objects clause, name or registered office clause
Issue of sweat equity shares
Alteration of the AOA
Reduction of share capital
Issue of shares with differential rights
To remove an Auditor
Change in the name of the company
Shifting of registered office of a company from one state to another
RESOLUTIONS REQUIRING SPECIAL NOTICE: SEC 115
TYPES OF MEETING
1. Shareholders’ meeting or general meeting
a. Annual general meeting: Sec 96
b. Extraordinary general meeting: Sec 100
2. Class meetings, viz., meetings of debenture holders, preference shareholders: Sec
48
3. Creditors-Debenture holders (Sec 71); and Creditors during winding up (Sec 306)
4. Board Meetings: Sec 173
ANNUAL GENERAL MEETING (AGM) (SEC 96)
CONTINUED…
Length of notice:
-Meeting may be called by giving not less than 21 days notice in writing
-It excludes the day of service of the notice
-The day of holding meeting
-May be called on a shorter notice if agreed by 95% vis. Parikh Engineering and
Body Building Co. Ltd. v. Anr
Power to convene an AGM: BOD is the proper authority to convene and ratify
 CONTINUED…
Business to be transacted: the following business is deemed as ordinary business relating to-
1. Consideration and adoption of annual accounts, reports of BOD and auditors
2. Declaration of dividend
3. Appointment of directors
4. Appointment of auditors and their remuneration
Special business:
1. Removal of directors
2. Issue of shares
3. Election of a person as director
Report on AGM: Sec 121 - 30 days
EXTRAORDINARY GENERAL MEETING (EGM) SEC
100

LIC of India v. Escorts Ltd

CONTINUED…
BOD shall on the requisition of a specified number of members , proceed to call an
EGM. The requisite number of members shall be:
1. In case of a co. having a share capital, holders of atleast 10% of the paid-up
capital of the co.
2. In case of a co. not having a share capital, members having at least 10 % of the
total voting power.
Meeting called by the Tribunal: Sec 98
Penalty: Sec 99
 REQUISITES OF A VALID
MEETING
Proper Authority
Notice of Meeting: Sec 101
Contents of the notice:
- As per Sec 102 if special business is to be transacted, an explanatory
statement should be attached to the notice of meeting.
Quorum: Sec 103
Minutes of the Meeting: Sec 118
Board Meetings: Sec 173
 Quorum of a general
meeting

Public Company Private Company

fifteen members personally

five members personally thirty members personally
present (when the
present ( when membership present (when the
of the company as on the date
membership of the Co. as on
membership of the Co. as on
two members personally
of meeting is upto one
the date of meeting is more
the date of the meeting is present
than one thousand but up to
thousand) more than five thousand)
five thousand)