Quorum: Under Section (103) & Resolution/Motion: Under Section (114 to 117).

Key Points:

A. Quorum Under Section (103): Rules & Regulations.
B. Resolution / Motion: Under Section (114 to 117)
1. Meaning of Resolution / Motion.
2. Types of Resolution.
   (A) Ordinary Resolution.
3. Business (matters) considered with Ordinary Resolution.
   (B) Special Resolution.
4. Business (matters) with Special Resolution.
5. Resolution Requiring Special Notice.
6. Procedure for Special Notice.

Link : https://smckk14.blogspot.com/2023/07/meetings-of-creditors-debenture-holders.html

 

A. Quorum U/s (103): Rules & Regulations

1. Unless the AOA provides for a large number -

(a) In case of Public Company -

(i) 5 members personally present if number of members as on the date of meeting is not more than 1000,

(ii) 15 members personally present if number of members as on the date of meeting is more than 1000 but up to 5000,

(iii) 30 members personally present if number of members as on the date of meeting exceeds 5000.

(b) In case of Private Company, two members personally present.

2. If Quorum is not present within 30 minutes from the time appointed -

(a) The meeting shall stand adjourned to the same day in next week at same time and place, or to such other date and such other time and place as the board may determine, or

(b) The meeting, if called by requisitions under section (100), shall stand cancelled.

Provided that in case of an adjourned meeting or of a change of day, time or place of meeting under clause (a), the company shall give not less than 3 days' notice to the members individually or by publishing an advertisement in newspapers (one in English and one in vernacular, any) which is in circulation at the place where the registered office of the company is situated.

3. If at the adjourned meeting also, quorum is not present within 30 minutes from the time appointed, the members present shall be the quorum.

While calculation of quorum, proxy is not considered. AOA may determine the quorum but not less or more than provisions of Companies Act.

Exception - In following case, quorum will be accepted as it is -

(i) Meeting called by Central Government.

(ii) Class Meetings.

4. Quorum for meeting of Board of Directors -

If otherwise provided in AOA, 1/3rd of total directors or 2 directors, whichever is more shall be the quorum.

B. Resolution / Motion: under section (114 to 117):

1.Meaning of Resolution / Motion:

When a proposed resolution or motion is accepted with required majority of shareholders, it converts into resolution. i.e. Accepted motion is resolution.

2. Types of Resolution: Under section (114 to 115):

(A) Ordinary Resolution:

When a resolution is passed by simple majority of votes, it is called "Ordinary Resolution".

A resolution shall be an ordinary resolution in the notice required under this Act has been duly given and it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case maybe, in 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 or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting.

If provided in articles, information about passing Ordinary Resolution to members is essential otherwise not ordinary resolution are passed in General Meetings and notice in this regard is sent at least before 21 days but there is no motion about Ordinary Resolution in the notice.

In case of statutory General Meeting, all the resolution to be passed must be pre-informed to the members whether it is ordinary resolution or special resolution.

3. Business (matters) considered with Ordinary Resolution:

(I) Ordinary Business -

(i) Adoption of final accounts of company.
(ii) Adoption of reports of directors and auditors.
(iii) Declaration of Dividend.
(iv) Appointment of auditor and determining their remuneration.
(v) Appointment of new directors in place of retiring directors.

(II) Special Business -

(i) Accepting a statutory report.
(ii) Issue of shares at discount.
(iii) Alteration in share capital.
(iv) Increase or decrease in number of directors as given in AOA.
(v) Removal of Director.
(vi) Appointment of sole selling agent.
(vii) Authorizing directors to sell the business of company.
(viii) Voluntary winding up in specific cases.
(ix) Any other business according to provisions of AOA.

(B) Special Resolution -

A resolution is known as "Special Resolution", when -

(i) In the notice of General Meeting, it has been clearly mentioned that this (such) resolution shall be presented with intention of being Special Resolution.

(ii) Notice of General Meeting has been sent in according to Companies Act, (21 days before).

(iii) 3/4th or more votes must be in favour of resolution.

There is no provisions for vote of Chairman. A copy of Special Resolution must be sent to the ROC within 30 days of passing it.

4. Business (matters) with Special Resolution:

(i) Alteration in MOA.

(ii) Alteration in AOA.

(iii) Creation of Reserve capital.

(iv) Redemption in share capital.

(v) Keeping registers and returns at another place other than registered office.

(vi) Appointment of sole selling agent for the company having paid up capital of rupees 50 lacks or more.

(vii) Payment of interest out of capital.

(viii) Determining the liability of directors or other officers of the company.

(xi) To demand for investment.

(x) Providing a director any office of profit.

(xi) For appointment or reappointment of auditors, if the government or public financial institution have ownership on 25% or more in subscribed share capital.

(xii) Granting of loan to the companies come under same management.

(xiii) To apply in the court for compulsory liquidation.

(xiv) Determining remuneration of directors (if given in AOA)

(xv) For voluntary liquidation.

(xvi) Implement of Table 'F' of Scheme I.

(xvii) In case of voluntary liquidation, giving right to accept the share of other companies in return to sale of assets of company.

(xviii) Alteration in rights of any Class of shareholders.

(xix) Alteration in basic structure of company.

(xx) Any other business, for which, special resolution is compulsory as provided in AOA.

5. Resolution Requiring Special Notice:

When members of a company want to move any resolution in a General Meeting then members with prescribed (1%) voting power of shares, give notice to the company at least 14 days before the date of the meeting at which the resolution is to be moved. Such notice by members to the company is called "Special Notice".

6. Procedure for Special Notice:

(i) Signing of special notice

(ii) Notice to the company

(iii) Receipt of notice

(iv) Publication of notice -

If it is not practicable to give the notice in same manner as it gives notice of any General Meeting, the notice shall be published in English and vernacular language, newspapers, both have wide circulation in the state where registered office of the company is situated.

Such notice shall also be posted on the website of company. The notice shall be published at least 7 days before the meeting, exclusive of the day of publication of the notice and day of the meeting.

Special Notice can be given by such number of member (s) -

(i) Holding not less than 1% of total voting power, or

(ii) Holding shares on which an aggregate sum of not less than rupees 5 lakh has been paid up on the date of the notice.

Special Notice Shall be sent by members to the company not earlier than 3 months but at least 14 days before the date of meeting at which the resolution is to be moved.

After receipt of Special Notice, the company shall give its members the notice of resolution at least 7 days before the meeting.