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Notice is an advance intimation given by the company informing the day, date, time, and place of the meeting.

A motion accepted in a meeting is called Resolution.

Agenda is a list of items to be discussed or things to be done at the meeting.

Quorum (Section 103) is the minimum number of members required to be present for transacting a valid business. Without quorum proceeding of the meeting becomes invalid. The quorum should be present throughout the meeting i.e. from beginning till the end of the meeting. Secretary must check the quorum before the commencement of the meeting.

Agenda is a list of items to be discussed or things to be done or the business to be transacted at the meeting. It is sent along with the notice. A secretary prepares the agenda in consultation with the Chairman. The business at the meeting is transacted according to the order in which it appears in the agenda, routine matter first followed by special matters. The agenda is prepared as per the nature and the scope of the meeting.

Ordinary Resolution (Section 114) A resolution that is passed by a simple majority i.e. 50% or more is called ordinary resolution. More than 50% of the votes should be in favour of the motion. An ordinary resolution need not be submitted to the Registrar of Companies. The notice of the meeting need not require to explain the particulars of an ordinary resolution.

Example:

• Approval of Director’s report and Auditor report
• Alteration of share capital
• Declaration of dividend
• Approval of final accounts
• Election of director
• Appointment of Secretary, Auditor, etc.

A resolution that is passed by a simple majority i.e., 50% or more is called Ordinary Resolution.

• A meeting is defined as Any gathering assembly or coming together of two or more persons for the transaction of some lawful business of the common concern.
• A meeting becomes valid when it is duly convened and properly constituted.
• A meeting should be convened by proper authority.
• It must be convened as per the provisions of the Companies Act, 2013.
• Notice and Agenda of the meeting must be given 21 clear days before the meeting to all those who are entitled to receive it.
• Thus, meetings must be duly convened and properly constituted.

The importance of Minutes are as follows:

• Official record: Minutes provide a ready reference to all the activities related to the meeting. It is the most important, official, and authentic record on which people can trust.
• Evidence: Minutes can be used as prima facie evidence in a court of law.
• Future reference: Minutes is a permanent record. It can be used for taking future managerial decisions.
• Legal provisions: Minutes are prepared in order to comply with the provisions of the Companies Act and Secretarial Standard.
• Information to absent members: Minutes help the absent members to know the proceedings of the meeting, as it is not always possible for everyone to attend the meeting.
• Reminder: The matters discussed at the meeting are noted down in minutes. It acts as a reminder to the concerned people.
• Information about resolution: The motion and discussion on the motion are reflected in the resolution. Interested parties can always refer to the text of a resolution when there is contradiction or confusion.
• Inspection of Minutes: As per the Companies Act, Minutes Book should be kept at the registered office of the company and every member has right to inspect the Minutes book at the general meetings.

Minutes are the written records of the proceedings of the meeting.

Methods of Voting:

(i) Voting by Voice:

In this method, the members are requested to say ‘Yes’ if they favour the motion or say ‘No’ if they are against the motion. The decision is taken on the basis of the volume of voice. This method is rarely used. The volume of voice may not give a clear and correct idea about the majority of votes.

(ii) Voting by Division:

In this method, present members are divided into two groups. Members in favour and those against the motion are asked to go to different rooms. Then the sense of the meeting is ascertained by counting and the chairman declares the result.

(iii) Voting by show of Hands:

This method is used in the general meetings of a company. After the discussion on the motion, the Chairman requests the members to raise their hands in favour or against the motion. The chairman declares the result by counting a number of hands in favour or against the proposal. ‘One man One vote’ is the principle.

(iv) Voting by Poll:

The poll can be demanded after the declaration of result by show of hands. Under this method, each member can vote in proportion to the number of shares held by him. ‘One share One vote’ is the principle. Polling papers are given to members and proxies for recording their votes. The result of the poll is final and not to be challenged.

(a) Sending Notice 

(b) Confirming Quorum 

(c) Drafting Minutes

(a) Motion 

(b) Voting 

(c) Resolution

i. False

ii. False

iii. True

iv. False

v. True

vi. True

vii. False

viii. True