Board Meeting

Topics: Board of directors, Corporate governance, Corporations law Pages: 19 (4896 words) Published: April 20, 2013

RESOLUTIONS : are records of formal decisions of Directors or Shareholders and are prefixed by the word “ RESOLVED”. q Resolutions are of 2 types: • Ordinary Resolution • Special Resolution CS KAUSHIK M JHAVERI 2

ORDINARY RESOLUTIONS Section189 (1) of Companies Act,1956 ØA

resolution shall be an ordinary resolution when at a general meeting (AGM/ EOGM) of which notice required under the Companies Act has been duly given , the Votes cast (whether on show of hands, or on a poll, as the case may be,) CS KAUSHIK M JHAVERI 3

Øin favour of the resolution (including the casting vote , if any , of the chairman) by members who being entitled so to do , vote in person or where proxies are allowed , by proxy , exceed the votes , if any , cast against the resolution by members so entitled and voting CS KAUSHIK M JHAVERI 4

Ordinary Resolution
Sr. No. 1. Sections u/s 224 (1) Particulars To appointment Statutory Auditors to Fix their remuneration E-forms E-from 23B


u/s 94

To alter the Share E-form 5 Capital of the Company To appoint Additional Directors To appoint Managerial Personnel and Fix their remuneration E-form 32


u/s 260


u/s 269 & Sch. XIII

E-form 23, E-form 25C & E-form 32

Ordinary Resolution
A Ordinary Resolution For –
1. Consideration of accounts, balance – sheets and reports of Board of Directors and auditors (u/s 210 & u/s 215) 2. Declaration of Dividend (u/s 205) 3. Appointment of Directors in place of those retiring 4. Appointment of and the fixing of remuneration of auditors (u/s 210 read with Sections173 & 225)

Special Resolution
Section 189 (2) of Companies Act,1956

ØA resolution shall be a special resolution when – • (a) 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; CS KAUSHIK M JHAVERI 7

Special Resolution
• (b) the notice required under this Act has

been duly given of the general meeting; and • (c) the votes cast in favour of the resolution (whether on a show of hands, or on a poll, as the case may be) by members who, being entitled so to do, CS KAUSHIK M JHAVERI 8

Special Resolution
• vote in person, or where proxies are allowed, by proxy, are not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.



Special Resolution
Sr. No. 1. Matter u/s 17 Particulars Shifting of Registered office from One state to Another Alteration of Articles of Association Increase in Authorized Share Capital and consequently alteration of Articles of Association E-forms E-form 23, E-form 61, E-form 21 & Eform 18 E – Form 23 E-Form 23 & E-Form 5

2. 3.

u/s 31 u/s 94


u/s 77A (2)

To purchase the E-Form 23 & E-Form company’s own shares or 4C Specified securities

Circular Resolution (u/s 289)
No resolution shall be deemed to have been duly passed by the Board or by committee thereof by circulation, unless resolution the resolution has been circulated in draft, together with necessary papers, if any to all the members of the committee, then in India (not being less in number the quorum fixed for a meting of the Board or committee, as the case may be), and to all other directors or members at their usual address in India, and has been approved by such of the directors as are then in India, or by a majority of such of them, as are entitled to vote on the resolution.

Matters which require sanction at Board Meeting, & not by circulation Sr. No. 1. 2. Section Section 262 Section 292 Particulars Filling a causal vacancy in the Board The power to: (a) To make calls on shares (b) To issue debentures (c) To...
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