Explain the following terms/concepts.
1) Ordinary Resolution
1)An ordinary resolution is the one which is carried in a meeting by a simple numerical majority, i.e. more than 50% of votes. This means the number of votes in favour of the resolution must exceed the number of votes against it. Normally such resolution need not be filed with the Registrar of Companies. The notice of the meeting need not require to give explanation of the particulars of an ordinary resolution,
2) e.g. approval of Statutory report, Directors report, Auditors report, Profit and Loss account and Balance Sheet. Declaration of dividend, alteration of share capital, election of directors, appointment of secretary and auditor and fix their remuneration, etc.
1) An agenda is a list of items of business, serially arranged, on which discussion is invited in a meeting so as to arrive at certain decisions. It may be a part of the notice of the meeting or may be sent with the notice. It is drafted by the Secretary in consultation with the Chairman.
2) As the agenda is sent well in advance to the members, it enables them to study and form opinions on the various matters to be discussed in the meeting. Accordingly they come prepared for participating in the discussion.
1) A quorum refers to the minimum number of persons legally required to be present at a meeting. The quorum is required from the beginning till end of the meeting. Secretary has to ensure the quorum before the commencement of the meeting.
2) A meeting without a quorum is invalid and the business it transacts is null and void. As per the new provisions made under Section 103 (1) of the Companies Act 2013, the quorum for the meeting of the Public Limited Company is stated in the following table:
Number of shareholders
Not more than 1000
Five (5) members
More than 1000 but up to 5000
Thirty (30) Members
Requisite Quorum for Private Company is minimum 2 members. In the case of a Board Meeting, one-third of the strength of Directors or 2 whichever is more will form the quorum.
1) A proxy is a person appointed by a shareholder or a member of a public limited company to attend and vote on his behalf at the meeting. Every member of the company who is entitled to attend and vote at the meeting can appoint a proxy. A proxy is appointed by a member who finds it difficult to attend the meeting but wishes to vote at the meeting. A vote given by a proxy is a valid vote. But a proxy can vote only when a poll is taken.
2) It is not necessary that a proxy must be a member of the company. He can be an outsider also. He is not allowed to take part in a discussion at the meeting. Under Section 145 of the Companies Act 2013, a proxy cannot speak, discuss any matter or issue in the meeting. He is appointed only for the purpose of voting on behalf of the member.
1)Amendment implies alteration or modification proposed by a member to the original motion when motion is under discussion. When the motion is not properly worded or incorrectly worded, it leads to amendment.
An amendment may be made to the main motion. It can be affected in the main motion by
1. adding or inserting certain words in it
2. omitting or deleting some words from it
3. changing or replacing some words by some other words
4. changing the position of words in the original motion.
1) A motion is a proposal or proposition or concrete suggestion placed before a meeting for discussion and decision. In order to make a discussion healthy, to the point and fruitful, it is customary to move a proposition. This proposition is called a motion.
2) A motion must be in writing and signed by the proposer. The wording of the motion should be clear, definite and affirmative. It must be within the scope of agenda. Every member can express his views on the motion only once. It can be withdrawn by proposer by following a procedure. A motion is a proposed resolution. A motion becomes a resolution, when adopted by the meeting.
7) Special Resolution
1) (Section 114 (2)) the resolution which is passed by a substantial numerical majority is known as special resolution‘ Special resolution is one which is carried in a meeting by a minimum of 75% majority. The number of votes in favour of motion should be 3 times % of the total votes cast. It is passed for transacting special business of the company. A 21 days prior notice to the members about the special resolution is necessary.
2) The notice of the meeting specifically mentions that it is a special one. A copy of the special resolution must be filed with the Registrar of Companies through e-filing on Ministry of Corporate Affairs (MCA) portal within 30 days of the date of its passing resolution.
Examples of Special resolution:
1) Alteration in the Memorandum of Association, like changes in the objects of the company or change in the name of the company (Section 13) or the location/address of the Registered Office of the company (Section 12)
2) Alterations in the Articles of Association of the company (Section 14)
3) Reduction in the authorised share capital of the company.
A notice is a formal and advance invitation in writing given to all the members entitled to attend the meeting.
The notice contains information such as
1. the type and nature of the meeting.
2. The venue, Day, date. Time of the meeting and also the agenda of the meeting
3. a statement declaring that a member is entitled to appoint a proxy
4. special resolution if any is to be passed In the meeting
5. statutory note of special business.
The notice may be enclosed with the necessary documents. The notice is to be signed by the convening authority he (the Chairman) or a person duly authorised to sign (i.e. the Secretary).
A notice of 21 days is necessary to be given to the members for a General Meeting including statutory meeting and for a Board Meeting 7 days notice is required.
1) Minutes are the systematic written record of the proceedings of a meeting. They represent the summary of the Business transacted, discussions held, resolutions passed and decisions taken in a meeting. The main aim of the minutes is to give a true, impartial and correct analysis of the meeting conducted.
2) Minutes are always written in the past tense. It is prepared by the Secretary and approved by the members after some discussions and finally confirmed by the Chairman. Keeping the minutes of each and every meeting is one of the statutory responsibilities of a Secretary. Minutes verified and signed by the Chairman act as a prima facie evidence of the proceedings of the meeting. They can be produced as evidence in the court of law.
10) Point of order
1) A point of order is a question raised by a member regarding some point considered to be irregular in the conduct of the meeting. Point of order is raised to draw attention of the Chairman to some irregularity in the procedure or conduct of the meeting. Every member attending the meeting has a right to raise a point of order at any time during the meeting.
The usual occasion for raising a point of order are :
1. Absence of quorum
2. Breach of certain rules governing the conduct of the meeting
3. Misbehavior of a member
4. Use Of improper language and bad remarks of some speakers.
2) When a point of order is raised, the person addressing the meeting has to stop his speech for some time and the Chairman has to give his ruling or decision which is final and binding on the members.