Meetings of a Company

Shareholders Creditors &

Debentures
Holders
Directors
Meetings of Shareholders

General Meetings Class Meetings

Statutory Annual General Extraordinary

Meetings Meeting Meeting
 Motion?
Proposal under consideration by meeting before
voted upon

Resolution?

Motion voted upon & agreed to in a meeting &

entered in minutes
 Rules as to Motion
Should be positive in terms

Within power, scope & relevant to business

Comply with provisions

Duly proposed

Should not be withdrawn before consent

 Types of Resolutions
Ordinary resolution - Sec. 189 (1)

Special resolution - Sec. 189 (2)

Resolution requiring special notice Sec.

190
 Ordinary Resolution

Motion is passed by simple majority of

the members voting at a general

meeting
 Matters Relating to Ordinary Resolutions
To authorize issue of shares at a discount
(Sec. 79)
To increase share capital (Sec. 99)
To appoint auditors (Sec -224-1)
Except Sec. 224 A
To appoint Directors
To adopt annual accounts
To declare dividends
To register unlimited co. as limited co.
 Special Resolution
Sec. 89 (2)
Intention as special resolution should be
specified in notice or intimation

Notice of general meeting to be duly given

The votes cast in favor, by whatever means,

should not be less than three times the votes
cast against
 Matters Relating to Special Resolutions
To alter any provisions contained in the
memorandum (Sec 16)
To alter object or place of regd. office from
one state to another (Sec. 17)
To change name of the company
(Sec. 21)
To alter the articles of association. (Sec. 31)
To create reserve liability (Sec. 99)
To pay interest on shares out of capital
(Sec. 208)
Resolution Requiring Special Notice
(Sec. 190)
Notice of the intention to move the
resolution should be given to the
company not less than 14 clear days
before the meeting at which it is to be
moved.
 Resolution Requiring Special
Notice
Appointing an auditor other than the
retiring one (Sec - 225)
Providing expressly that the retiring
auditor shall not be reappointed (Sec -
225)
To fill a casual vacancy in the office of an
auditor (Sec - 224-1, 225-5-A, 6-A & 7)
 Contd..
Purporting to remove a director before
expiry of period of his office (Sec - 284)
To appoint another in place of removed
director (Sec - 284)
To stand for directorship of director by a
person other than the retiring director
(Sec - 257)
 Circulation of Members
Resolutions and Statements
Introduce a resolution for consideration at a
Co.s annual general meeting.
To circulate statement with respect to any
resolutions to be proposed at a general
meeting.
RESCISSION OF RESOLUTION

A resolution once passed cannot be

considered by way of amendment or
rescission at the same meeting at which it is
passed.
Its effect can be destroyed by a reversal or
rescission at subsequent meeting by
appropriate resolution.
 AMENDMENT OF RESOLUTION

An amendment may be defined as a

proposal to alter a motion or proposed
resolution to a meeting i.e.
- By adding, inserting or deleting words of
original motion.
- By substituting words, phrases or complete
sentences for others in the original motion.
- By any combinations of the above form of
alterations.
 PASSING OF RESOLUTIONS BY
POSTAL BALLOT (SEC. 192A)

Conditions -
1. Listed public company shall get any resolutions passed by
postal ballot on subjects so declared by central govt.
2. Send a notice to share holders along with the draft
resolution & shareholders, to send their vote within 30
days of posting of the letter.
3. Notice to be sent by Regd. Post - A.D. or by any other
method as prescribed with a postage pre-paid envelope.
 Contd..
PENALTIES
A. For fraudulently defacing or destroying
the ballot paper, or declaration of
identity of the shareholder imprisonment -
upto 6 months or fine or both.
B. For any other default - Fine upto Rs.
50,000/-

NOTE : Postal ballot includes voting by

electronic mode.