Meetings and Resolutions

Types of Meetings:-

1.Shareholders meetings or general meetings
•Statutory Meetings(Sec165):- Such a meetings may be called within a period of  less than 1 month and not more than 6 months from the date of issue of Certificate of Commencement of Business.
•Annual General Meetings(Sec166)
•Extraordinary General Meetings( Sec169)

2. Class Meetings: meeting of Debenture holders, preference holders, etc

3. Board Meetings(Sec285)

Requisites of a Valid Meeting:

•Properly Convened by a proper authority

a. BOD

b. Members

c. Central Government

2. A Proper Notice must be served to all.

3. A Quorum must be present:

a. Public company 5 members

b. Other Company: 2 members

4. A Chairman must preside

5. Minutes of the proceedings of the meeting should be kept.

Notice: Not less than 21 days in writing notice must be given to all members.

When sent by post its deemed to be served after 48 hours of posting. Therefore, it must be dispatched 25 days before the date of meeting.

Shorter Notice: Only in the Following cases;

a.AGM, meeting by the consent of all members entitled to vote.
b.Other meetings by consent of members holding not less than 95% of paid up share capital or holding not less than 95% of voting powers.

Contents of Notice:

a.Place of Meeting
b.Day of meeting
c.Time of the Meeting
d.Type of Businesses

a. Ordinary Business: Accounts, Balance sheet and report of BOD and Auditors. Declaration of Dividend, Appointment of Directors, Appointment and fixing the remuneration of Auditors..

b. Special Business.

Chairman of the Meeting: Normally the Chairman of the Board will preside every meeting of the company. Otherwise one of the BOD director will, otherwise any member present duly elected.

Powers of the Chairman:

1.To preside over the meeting.
2.Decide priority of the speakers
3.Stop discussion
4.Put motions to vote
5.Right to use Casting Vote
6.Power to expel disorderly persons
7.To give ruling on point of order.
8.Power to declare results of the voting
9.Power to chairman’s speech published
10.To Adjourn a meeting.

Duties of the Chairman:

1.To see that the meeting is properly conducted.
2.The agenda is properly followed.
3.To give reasonable opportunity to speak.
4.To maintain the decorum of the meeting.
5.Casting Vote.
6.Duty regarding Minutes.

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