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Company Resolutions, Notices, Meetings & Minutes (with Free Download) 13th Edition

Company Resolutions, Notices, Meetings & Minutes (with Free Download) 13th Edition
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Chapter 1 Definition and Kinds of Resolutions
Chapter 2 How to Draft Resolutions
Chapter 3 Original and Formal Motions
Chapter 4 Law Relating to the Board Meetings
Chapter 5 General Meeting and its Types
Chapter 6 Law Relating to General Meeting
Chapter 7 Notices & Agenda of General Meeting
Chapter 8 Minutes
Chapter 9 Filing of Resolutions and Agreements
A. Resolutions under Various Sections
B. Resolutions under Table F
C. Miscellaneous Resolutions
(For details, see Detailed Contents)
SECTION-I: Notice to and by the Board of Directors
SECTION-II: Public Notice in Newspapers
SECTION-III: Notice to Share Holders for General Meetings and other purposes
SECTION-IV: Notice to the Stock Exchanges
(For details, see Detailed Contents)
(For details, see Detailed Contents)
(For details, see Detailed Contents)
(For details, see Detailed Contents)
SECTION I: Affidavits
SECTION II: Agreements
SECTION III: Indemnity and Surety Bond
SECTION IV: Power of Attorney
(For details, see Detailed Contents)
1. Limited Liability Partnership
2. Specimens for Limited Liability Partnership
(For details, see Detailed Contents)

Detailed Contents
Chapter 1
Definition and Kinds of Resolutions
1.1 Introduction
1.2 Characteristics of a Company
1.3 Kinds of Companies
1.4 Limited Liability Partnership
1.5 Small Company
1.6 Incorporation
1.6.1 Corporate Identity Number (CIN) of a company 
1.7 Management of Company
1.8 Definition of Resolution
1.9 Obligation of Resolutions
1.10 Validity of Resolution
1.11 Kinds of Meetings
1.12 Board's Resolutions
1.13 Members' Resolutions
1.13.1 Ordinary Resolution
1.13.2 Special Resolutions
1.13.3 Resolutions Requiring Special Notice
1.13.4 Resolution by Circulation
1.13.5 Resolutions Passed by Postal Ballot
1.13.6 Resolutions passed at Adjourned Meetings
1.14 Resolutions v Motions
Chapter 2
How to Draft Resolutions
2.1 Essentials of a Good Resolution 
2.2 Validity of a Resolution
2.3 Drafting of Resolution
2.4 Points to Remember
Requirements of the Act
Provisions in Articles
Statutory approvals
Positive form
Reference to time
2.5 Meaning of Certain Terms used in Resolution
"As soon as possible"
"By" or "on or before"
"Forthwith" or "Immediately"
"From" a date or event
"Not less than"
"Till" or "Until"
Within a reasonable time
2.6 Rectification of a Resolution
Chapter 3
Original and Formal Motions
3.1 Definition of Motion
3.2 Drafting of Motion
3.3 Proposing and Seconding of a Motion
3.4 Types of Motion
Original Motions
Formal Motions
3.5 Formal Motions
3.6 Closure
3.7 Previous Question
3.8 Proceeding to Next Business
3.9 Adjournment of Debate
3.10 Adjournment of the Meeting
3.11 Reference Back
3.12 Laying on the Table
3.13 Taking from the Table
3.14 Points of Order
3.15 Dilatory Motions
3.16 Validity of a Motion
3.17 Amendment to Motions
3.17.1 Special resolution cannot be amended
General rules regarding amendment
Chapter 4
Law Relating to the Board Meetings
4.1 Meaning of Director
4.2 Meaning of Board of Directors
4.3 Meaning of Officer
4.4 Need for having Directors
4.5 Duties of Directors
4.6 Validity of Acts of Directors
4.7 Director Identification Number 
4.7.1 Allotment of Director Identification Number
4.7.2 Obligation on the Director to intimate Director Identification Number to concerned company or companies
4.7.3 Cancellation or surrender or Deactivation of DIN
4.7.4 Changes in the personal particulars of director
4.8 Important features of Director Identification Number 
4.9 Digital Signature Certificates
4.9.1 Requirement for Roll Check of digital signature
4.10 General Powers of the Board of Directors
4.10.1 Powers to be exercised with the consent of shareholders only
4.10.2 Powers to be exercised by the shareholders at the General meeting 
4.10.3 Restrictions on powers of the Board
4.10.4 Powers to be exercised with the approval of the Central Government
4.10.5 Exercise of Powers at the Board Meeting
4.10.6 Individual powers
4.10.7 Powers exercisable by the Board only if authorised by Articles
4.10.8 Ratification of unauthorized act of directors
4.11 Directors versus Shareholders
4.12 Doctrine of ultra vires
4.12.1 Ultra vires the Companies Act
4.12.2 Ultra vires the Memorandum of Association
4.12.3 Ultra vires the Articles of Association
4.12.4 Effects of ultra vires transactions
4.13 Doctrine of Indoor Management
4.13.1 Exceptions to the Rule in Turquand's case
4.13.2 Doctrine of Dolus Malus
Application of Doctrine in Corporate Administration
4.14 Board Meeting
4.14.1 Agenda of Board meeting
4.14.2 Business at the First Board Meeting
4.14.3 General Business at Board Meeting
4.14.4 Authority to Convene Board Meeting
4.14.5 Frequency of Meetings
4.14.6 Place of Meeting
4.14.7 Length of Notice
4.15 Procedure at Meeting
Payment of sitting fees
4.16 Participation by Directors in Meetings of Board/Committee of Directors through Electronic Mode
Requirement for alteration in the Articles of Association for electronic meetings 
Responsibility of the Chairman and Secretary for electronic meeting
Place of the meeting
Requirement to keep the statutory register before the meetings and authentication thereof
Notice of the meeting
Intimation for participating in the meeting through video conferencing
Roll call for the meeting     
Identification of director before speaking
Objection by director on any motion
Restriction on entry at the meeting place 
4.17 Decisions of the Board: Voting
Decisions by Simple Majority
Exceptions to Majority Rule
Casting Vote
Dissent of Directors
Decisions how declared
Motions and amendments
No voting by the interested director
Minutes of the Meeting
4.18 Resolution by Circulation
4.18.1 Matters which can be approved by the circular resolution
4.19 Compliance Reports 
4.19.1 Statutory compliances under the Companies Act — Section wise Statutory Returns and Documents to be filed with the Registrar of Companies
4.19.2 Compliances under SEBI Listing Regulations
4.19.3 Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015
4.19.4 SEBI (Depository Participant) Regulations and Circular Issued by Depository
4.19.5 Compliances under Income Tax Act and Rules made thereunder
4.19.6 Compliances relating to TDS
4.19.7 Compliances of Employees Provident Fund and Miscellaneous Provisions Act, 1952
4.20 Delegation of Powers
Committee of Directors
Corporate Social Responsibility  – Section 135
Audit Committee under the Companies Act, 2013
Stakeholders Relationship Committee under the Companies Act, 2013
Nomination and Remuneration Committee under the Companies Act, 2013
4.21 Corporate Governance Code for the Listed Companies
4.21.1. Applicability of Corporate Governance requirements
4.21.2. Board of Directors 
4.21.3. Audit Committee 
4.21.4. Nomination and remuneration committee 
4.21.5. Stakeholders Relationship committee 
4.21.6. Risk Management committee 
4.21.7. Vigil mechanism 
4.21.8. Related party transactions 
4.21.9. Corporate governance requirements with respect to subsidiary of listed company 
4.21.10. Obligations with respect to independent directors 
4.21.11. Obligations with respect to directors and senior management 
4.21.12. Other corporate governance requirements  
4.21.13. Corporate Governance Annual Report 
Appendix 1 Schedule IV
Appendix 2 Duties of the Directors
Appendix 3 Format to be submitted by listed company on quarterly basis
Appendix 4 Format to be submitted by listed entity at the end of the financial year (for the whole of financial year)
Appendix 5 Format to be submitted by listed entity at the end of 6 months after end of financial year along-with second quarter report of next financial year
Chapter 5
General Meeting and its Types
5.1 General Meetings
One-man meeting
Meeting convened by Tribunal
Absence of quorum in an adjourned meeting
Meeting convened by Tribunal
Class meetings of shareholders
Meeting of one-man committee of board of directors
5.2 Types of General Meetings
5.3 Annual General Meeting (AGM)
Time of holding AGM
Extension in time for holding annual general meeting
Consequences of non-holding of Annual General Meeting
Annual General Meeting convened by the Tribunal
Resolutions at annual general meeting
5.4 Extra-Ordinary General Meeting
Extra-ordinary General Meeting convened by the Board
¨ Extra-ordinary General Meeting on requisition of members
Who Can Requisition?
Form of Requisition
Requisition must be given in writing to the Company
Board's Obligation
Meeting by the Requisitionists 
Expenses of Meeting
Day, Time and Place of the Meeting
¨ Extra-ordinary General Meeting on the order of the Tribunal
Powers of the Tribunal for issuance of directions
Meaning of impracticability
5.5 Exemptions and Clarifications issued by the MCA relating to General Meetings
5.5.1 Exemptions to Private companies
5.5.2 Exemptions to Section 8 companies
5.6 Holding General Meetings through Video Conferencing
¨ Acceptance of paperless compliances under the Companies Act
¨ Meaning of Electronic mode
¨ Requirement and procedure for electronic meeting 
¨ Place of the general meeting
5.7 Class Meetings
Variation of Shareholders Rights
Procedure for variation of rights of shareholders
Rights of dissentient shareholders
Procedure to apply to the Tribunal as dissentient shareholders
Procedure for Class Meetings
5.8 Meetings of Creditors
5.9 Meetings of Debenture Holders
5.10 Meetings for Amalgamation & Arrangement, etc.
Salient features
Schemes of Amalgamation
Scheme of Takeover
5.11 Meetings in Voluntary Winding up
Consequences of Winding up
Types of Voluntary Winding up
Members’ voluntary winding up 
Creditors’ voluntary winding up
5.12 Circulation of Members' Resolutions
5.13 Secretarial Standard -2 on General Meetings
5.13.1 Clarification on applicability of the Secretarial Standards by the ICSI
Chapter 6
Law Relating to General Meeting
6.1 Law Governing the General Meeting
6.1.1 Applicability to companies and exemptions
6.2 Requisites of a Valid Meeting
6.3 Notice of General Meeting
6.4 Quorum
Quorum for general meeting
Preference shareholders shall be counted for quorum in case of default committed in payment of dividend.
When one person will be treated as quorum?
Absence of quorum
When the question of quorum immaterial?
When the quorum should be present?
Presence of quorum where a company does not follow Table F
Effect of failure of a quorum
6.5 Chairman 
¨ Functions of a Chairman
6.6 Procedure of Meetings 
6.7 Conduct of Meeting
6.8 Proxies
Notice of general meeting needs to state member's right to appoint proxy with reasonable prominence
Who can appoint proxy for the general meeting?
Who cannot appoint proxy for a meeting?
Instrument of proxy
Validity of a proxy
Stamping on proxy
¨ Check points in relation to proxy at a general meeting
¨ Objection to votes
6.9 Voting
Method of voting
Nature and extent of voting rights
Rules on Voting Rights
Number of votes
Voting on show of hands
Demand for poll
Voting by poll
At once
Procedure for conduct of poll
Report of the scrutinisers on the Poll
Casting vote
Voting by electronic mode
Mandatory E-Voting
Meaning of “electronic voting system’’
Meaning of “secured system’’
What is “Cyber security”
Procedure for conduct of voting through electronic means 
Unlisted Companies may provide e-voting facilities on or before 1st January, 2015
Meaning of Voting by electronic means
Voting by Postal Ballot
Businesses to be transacted through postal ballot
Postal ballot & e-voting cannot dispense general meeting 
Index of documents pertaining to postal ballot
Procedure for voting through postal ballot
Board Meeting
Appointment of Scrutinizer
Monitoring of Postal Ballot process
Calendar of events
Notice of Resolution 
To whom to be sent
Contents of Notice
Issue of duplicate notice and postal ballot form
Voting Rights
Form of ballot
Executing the ballot
Deposit of ballots
Scrutiny of Postal Ballot
Valid postal ballot forms
Invalid postal ballot forms
Maintaining of record by scrutinizer
Scrutinizer's Report
Declaration of Result
Rescinding the Resolution
Modification to the Resolution
Preservation and custody of Postal Ballot
Filing with the Registrar of Companies
6.10 Adjournment
Chapter 7
Notices & Agenda of General Meeting
7.1 Notice
7.2 Exemption to Certain Companies
7.3 Characteristics of a Notice
7.4 Essentials of a Valid Notice
Duration of notice
Shorter notice
Consent of members for holding general meeting on shorter notice is mandatory
Consent may be obtained at the meeting, prior consent is not necessary
Contents of notice
7.5 Procedure to Send Notice
Service of notice through UPC has been discontinued but may be communicated by electronic mode
Exemptions to a Nidhi Company for service of notice
Place for service of physical notice
Jurisdiction of Court regarding directions for the meetings
7.6 Sending of Notice through Electronic Mode
Meaning of electronic mode
Notice through email
Addressee of e-mail and its updation
Contents of e-mail
Record of recipients
Transmission of e-mail
The Company shall not be in default for not delivery of notice by email
Notice by email may be sent in-house or through the RTA
Availability of notice till conclusion of meeting
7.7 Placement of Notice on Website
7.8 Entitlement to Notice
7.9 Explanatory Statement
Object of section 102
Requirement to provide explanatory statement is mandatory in case of special businesses
Compulsory requirement to enclose Explanatory Statement with the notice of the general meeting
Material facts to be given in the explanatory statement
Disclosure of shareholding interest in the explanatory statement
Consequences for non-disclosure or insufficient disclosure in the explanatory statement
Penal provisions
7.10 Special notice
7.11 Agenda
7.12 Secretarial standard -2 on general meetings
Clarification on applicability of the Secretarial Standards by the ICSI
Chapter 8
8.1 Minutes
8.2 Classification of Minutes
8.3 Statutory Provisions
Exemptions to a section 8 company
8.4 Requirement for Recording 
8.5 Object
8.6 Minute Books
8.7 Place for Keeping Minute Books
8.8 Drafting of Minutes
8.9 Contents
8.10 Persons Present
8.11 Recording of Minutes
8.12 Preparation of Minutes 
8.13 Forms of Minutes
8.13.1 Minutes of resolution
8.13.2 Minutes of narration
8.14 Minutes required to be Circulated/Confirmed by the Directors/Members 
8.15 Minutes of Meeting through Video Conferencing
8.16 Signing of Minutes
8.16.1 Exemptions to a section 8 company
8.17 Actions arising out of Minutes
8.18 Alteration
8.19 Absence of Minutes
8.20 Minutes as Evidence
8.21 Copy of Minute Book of General Meeting 
8.22 Publication of Minutes
8.23 Maintenance and Inspection of Document in Electronic Form
Mandatory keeping of documents in electronic form
Format of keeping documents in electronic form
Security of records maintained in electronic form. 
Inspection and copies of records maintained in electronic form 
Chapter 9
Filing of Resolutions and Agreements
9.1 Introduction
9.2 Manner of Registration
9.3 E-Filing of Forms and Returns
9.4 Fees Payable for Filing Forms and Returns
Fees payable to the Registrar/MCA
Fees payable to the Central Government
Payment of fees
Additional fees
9.5 Condonation of Delays
9.6 Filing of Translated Documents
9.7 Authentication of Documents and Forms
2(14) Opening of branch office
A. Resolution for opening of Sales Depot and declaration as the Branch office
B. Resolution for establishment of new Factory and declaration as a Branch office
2(14) Opening of Branch Office Outside India
2(14) Financial Year of the Company
2(55) Issuance of Shares to the Subscribers to Memorandum as Members
2(68) Noting of Beneficial Owner as Deemed Member

2(60) Officer who is in Default
A. Resolution for giving charge of responsibilities
B. Resolution for giving charge of responsibility of compliance of specific section
2(60), Proviso Officer who is in Default
2(60) Officer in Default
4 Alteration of Memorandum of Association (Amendment of Objects Clause)
A. Amendment of an existing Object Clause
B. Insertion of a new clause
9 Registration of Company
9 Adoption of Common Seal
12(1) Declaration of Situation of Registered Officer
12(2) Change of Registered Office of the Company within the City/Local Limit
A. Shifting of registered office within same city
12(5) & Rule 28 Alteration of Memorandum: (Change of Registered Office within a State from the Jurisdiction of One Registrar to another Registrar)
12(5) Change of Registered Office of the Company outside the Local Limit of the City/Town 
12(5), 13(4) Change of Registered Office to Different Registrar within Same State or to Different State
13/14/61 Alteration of Memorandum and Articles of Association: (Amendment of Capital Clause)
A. Where the Capital Clause is substituted by a new Clause
B. Resolution for consequential amendments to Articles of Association (Special resolution)
C. Combined Resolutions for increase in authorized share capital and consequential amendments to Memorandum and Articles of Association
D. For Classification of Unclassified Shares
E. For Re-classification of Share Capital
13(4) Alteration of Memorandum: (Shifting of Registered Office from One State to Another)
13(4) Approval of Alteration of Memorandum
4, 13 Change of Name by the Company
14 Alteration of Articles
A. Where new set of Articles of Association is adopted
B. Where only some of the articles are altered
14(1) Conversion of Private Company into Public Company
15 Noting of Alteration in Copies of Memorandum and Articles
16 Rectification of name of a Company
17 Supply of Copies of Memorandum and Articles
26 Approval of Prospectus
A. Approval of prospectus
B. Composite Board resolution for approval of prospectus and other matters concerning public issue
C. Approval of Abridged prospectus 
D. Approval for advertisement of Red Herring Prospectus
E. Appointment of various authorities under public issue
27 Variation of a Contract Mentioned in the Prospectus
39 Allotment of Securities
A. Allotment of shares pursuant to a contract
B. Allotment of shares against cash and for consideration otherwise than in cash
C. Allotment of shares for cash at par
D. Allotment of Debentures 
E. Conversion of loans into shares
F. Appointment of Committee of Directors for allotment 
40 Listing of Shares
40 Appeal against Refusal to Enlist Shares
41 Issue of Global Depository Receipts
43(a)(ii) Issue of Equity Share Capital With Differential Rights
A. Special Resolution for amendment of Articles
B. Ordinary Resolution for issue of equity shares with differential rights
44/46 Share Certificates
48-49 Variation of Shareholders' Rights
A. Where specific variation is involved
B. Where it is proposed to insert a provision in the Articles relating to modification of rights
C. Variation of shareholders' rights
D. Where variation is made by an Agreement
52(1) Securities Premium
52(2)(b), Writing off Expenses out of Securities Premium Account
(c), (d)
54 & 62(1)(b) Issue of Sweat Equity/Shares under Employee Stock Option Scheme
A. For issue of shares under ESOP
B. Grant of Employee Stock Options to the employees of the Subsidiary Company  
C. Authorization to ESOP Trust for Secondary Acquisition
D. Resolution for amendment of the existing ESOP
E. Resolution under section 54 for issuance of Sweat Equity Shares
55 Issue of Redeemable Preference Shares
A. Offer on Rights Basis
B. Where option is given to existing preference shareholders
C. Resolution for increasing the rate of dividend on Preference Shares
55(1) Proviso Redemption of Preference Shares
56 Debenture/Debenture Stock Transfer
56 Appointment of Share Transfer Committee
56 Approval of Transfer of Shares
56 Authority for Execution of Transfer form for Transfer of Shares
58 & 59 Rejection of Transfer of Shares
59 Rectification of Register of Members
61(1)(a) Increase of Share Capital
A. For increase of Share Capital
B. Special resolution for consequential amendment of Articles of Association
C. Increasing the authorised capital and consequential amendments to Memorandum and Articles
61(1)(b) Consolidation of Shares
61(1)(c) Conversion of Shares into Stock
61(1)(d) Sub-Division of Shares
A. Sub-division of shares 
62, 42 Further Issue of Capital
A. Private placement of Non Convertible Debentures
B. Issue of Equity Shares on Preferential Basis
C. Further issue of share capital to investors
D. Issue of shares on right basis
E. Issue of shares on preferential basis
F. Issue of Foreign Currency Convertible Bonds
G. Issue of shares to more than one class
H. Preferential Issue of Equity Shares/Warrants

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General Information
Author(s)K V Shanbhogue Revised by CS Dr D K Jain and CS Abha Jaiswal
PublisherBharat Law House Pvt Ltd
Publish YearMarch 2016
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