Meetings & Resolutions under Company Law

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1. Introduction – Meetings & Resolutions

Corporate decisions are made collectively through meetings and formalized using resolutions. The Companies Act, 2013 lays down the framework for conducting meetings, passing resolutions, and ensuring transparency in decision-making.

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2. Types of Company Meetings

A. Shareholders’ Meetings

Meeting Type	Description
Statutory Meeting	First meeting of shareholders (Section 165) – now omitted in 2015 amendment.
Annual General Meeting (AGM)	Mandatory for all companies except OPCs. First AGM within 9 months of the end of the first financial year. Thereafter, every year within 6 months of F.Y. end (Sec. 96).
Extraordinary General Meeting (EGM)	Called for urgent matters requiring shareholder approval outside AGM. Can be called by Board, requisitionists, or tribunal.
Class Meeting	Held with shareholders of a specific class (e.g., preference shareholders) for matters affecting their rights.

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B. Board Meetings

Meeting Type	Details
Board Meeting	Key decision-making meeting of directors. First meeting within 30 days of incorporation. Minimum 4 meetings every year (Sec. 173).
Committee Meetings	Meetings of committees like Audit Committee, Nomination and Remuneration Committee, etc., as per SEBI and company regulations.

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3. Notice & Quorum

A. Notice (Section 101 & 173):

• General Meetings: At least 21 clear days’ notice in writing.
• Board Meetings: Minimum 7 days’ notice to all directors.

B. Quorum:

Meeting Type	Quorum Required
General Meeting	2 members (Private Co.), 5 members (Public Co. with <1000 members), or as per Sec. 103.
Board Meeting	1/3rd of total strength or 2 directors, whichever is higher (Sec. 174).

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4. Resolutions

A resolution is the formal decision passed at a meeting. It becomes binding on the company.

Types of Resolutions:

Type	Required Approval	Examples
Ordinary Resolution (Sec. 114(1))	>50% of votes cast	Appointment of directors, declaration of dividend, etc.
Special Resolution (Sec. 114(2))	≥75% of votes cast	Alteration of Articles, reduction of share capital, etc.
Board Resolution	Passed by directors	Approval of accounts, issue of shares, borrowings, etc.

Resolutions Requiring Special Majority:

• Change in company name
• Alteration of MoA/AoA
• Buy-back of shares
• Removal of auditor/director before expiry
• Conversion of a private company into public and vice versa

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5. Circulation of Resolutions (Section 175)

• Resolution by Circulation: Certain board decisions can be passed without a formal meeting.
• Must be circulated in draft to all directors and approved by majority.
• Not valid for matters requiring formal deliberation (e.g., approval of financials).

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6. Filing with Registrar of Companies (RoC)

Certain resolutions must be filed with RoC in Form MGT-7/MGT-14 within 30 days:

Filed Resolutions Include
Special resolutions
Resolutions for change in name, capital
Appointment or reappointment of MD/WTD
Borrowing in excess of limits

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7. Minutes of Meeting

Statutory Requirement (Section 118):

• Every company must maintain Minutes Book for recording proceedings.
• Signed by Chairman of the meeting and stored permanently.
• Board minutes: within 30 days of meeting.
• Shareholder minutes: kept at registered office.

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8. E-Voting & Postal Ballot (Sections 108 & 110)

• Listed and certain prescribed companies must provide e-voting facility.
• Matters requiring postal ballot: alteration of objects, issue of shares via private placement, buy-back, etc.

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9. Penalties for Non-Compliance

Offence	Penalty
Failure to hold AGM (Sec. 99)	Fine up to ₹1,00,000 + ₹5,000/day
No notice of meeting	Meeting deemed invalid
Non-maintenance of minutes	Fine of ₹25,000 for Co. + ₹5,000 for officer