Board Meeting
RESOLUTIONS, MEETINGS & MINUTES UNDER THE COMPANIES ACT 1956
A Presentation by KAUSHIK M JHAVERI PRACTISING COMPANY SECRETARY E-Mail : kmjandco@gmail.com
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RESOLUTIONS
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
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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,)
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ORDINARY RESOLUTIONS
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
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Ordinary Resolution
Sr. No. 1. Sections u/s 224 (1) Particulars To appointment Statutory Auditors to Fix their remuneration E-forms E-from 23B
2.
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
3.
u/s 260
4.
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
A Presentation by KAUSHIK M JHAVERI PRACTISING COMPANY SECRETARY E-Mail : kmjandco@gmail.com
CS KAUSHIK M JHAVERI 1
RESOLUTIONS
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
ORDINARY RESOLUTIONS
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
2.
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
3.
u/s 260
4.
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