Business Laws · The Companies Act, 2013

Meetings of Company and Resolutions (Companies Act, 2013)

Q: What is the difference between an ordinary and a special resolution?

An ordinary resolution needs more votes in favour than against. A special resolution needs votes in favour that are at least three times the votes against. The notice of a special resolution must say that it will be proposed as one.

Q: What is the quorum for a general meeting of a public company?

It depends on the number of members. It is 5 members if there are up to 1,000 members, 15 if there are more than 1,000 and up to 5,000, and 30 if there are more than 5,000. The members must be personally present. For a private company, the quorum is 2 members.

Q: How many days' notice is needed for an AGM?

At least 21 clear days' notice must be given in writing or electronic mode. Clear days exclude the day of the notice and the day of the meeting. A shorter notice for an AGM is allowed only if members entitled to vote and holding at least 95% of the voting rights consent.

Q: Can a proxy vote at a company meeting?

Yes, but only on a poll (Section 105). A proxy cannot speak at the meeting. The proxy need not be a member, and the proxy form must reach the company at least 48 hours before the meeting.

Q: How many board meetings must a company hold in a year?

A company must hold at least four board meetings in a year, with a gap of not more than 120 days between two meetings. The first board meeting must be held within 30 days of incorporation. One Person Companies, small companies and dormant companies have a lighter rule of one meeting in each half of the calendar year, with a gap of at least 90 days.

Updated 1 October 2026 · Fact-checked

Company meetings are formal gatherings where members or directors take decisions. General meetings (AGM and extraordinary) need 21 clear days' notice and a quorum. Board meetings need 7 days' notice. Ordinary resolutions pass by simple majority of votes cast. Special resolutions need votes in favour of at least three times the votes against.

Understand Meetings of Company and Resolutions

A company is run by two groups: the directors (the board) and the members (shareholders). Each group takes decisions by meeting. A decision only counts if the meeting was held properly, so the law lays down rules for notice, quorum and voting.

There are two main kinds of meeting. A general meeting is a meeting of members. It is either the Annual General Meeting (AGM), held every year, or an Extraordinary General Meeting (EGM), called when urgent business comes up in between. A board meeting is a meeting of directors, held to manage day-to-day affairs and policy.

Notice tells people when, where and what. Quorum is the minimum number of people who must be present for the meeting to be valid. Without quorum, any decision is invalid. A proxy is a person a member appoints to attend and vote on their behalf when they cannot come.

Decisions at a general meeting are taken as resolutions. Ordinary resolutions cover routine matters, such as adopting accounts or appointing auditors. Special resolutions cover big matters, such as altering the Articles or changing the registered office to another State. The difference lies in the majority needed: a special resolution needs a much stronger majority.

Exam questions on this topic are mostly rule-based. Learn the numbers (days, quorum, percentages) and apply them to the facts given.

Key rules to remember

AGM timing: First AGM: within 9 months from close of first financial year. Later AGMs: within 6 months from close of the financial year, and gap between two AGMs ≤ 15 months; Applies to every company except a One Person Company. The Registrar may extend time for AGMs other than the first, by up to 3 months.
Place and time of AGM: Business hours (9 a.m. to 6 p.m.), not a national holiday, at the registered office or within the same city, town or village; Section 96. Keep this as a short point in the answer.
Notice of general meeting: At least 21 clear days' notice in writing or electronic mode; Clear days exclude the day the notice is given and the day of the meeting. Section 101.
Shorter notice: AGM: allowed if members entitled to vote and holding at least 95% of the voting rights consent. Other general meetings: allowed if a majority in number of members, holding at least 95% of the paid-up share capital giving the right to vote, consent; For a company with no share capital, the 95% is counted on voting power for other general meetings. Write the 95% figure and the AGM versus other meeting difference clearly.
EGM on requisition: Members holding at least 1/10 of paid-up voting share capital (or 1/10 of total voting power) can requisition an EGM; Board must proceed to call it within 21 days of the requisition, to be held within 45 days. If it does not, the requisitionists may call it themselves.
Quorum of general meeting: public company: 5 members if total members ≤ 1,000; 15 members if 1,000 < members ≤ 5,000; 30 members if members > 5,000; Members must be personally present. Section 103.
Quorum of general meeting: private company: 2 members personally present; Quorum must be present when the meeting starts and generally at business.
Adjournment for want of quorum (general meeting): Wait 30 minutes. Requisitioned meeting lapses. Other meetings adjourn to same day next week, same time and place (or as the board decides); At the adjourned meeting, if quorum is still absent after 30 minutes, members present form the quorum. This applies only to meetings not called on requisition, because a requisitioned meeting lapses.
Proxy: Proxy form must be deposited at least 48 hours before the meeting. Proxy need not be a member. Can vote only on a poll, and has no right to speak; Section 105. A person can be proxy for at most 50 members and for at most 10% of total voting share capital. A member holding more than 10% may appoint one person as proxy, who cannot act for any other member. For a company without share capital, the 50-member limit applies but the 10% test does not.
Ordinary resolution: Votes cast in favour > votes cast against; Simple majority. Abstentions and invalid votes are not counted as votes cast.
Special resolution: Votes cast in favour ≥ 3 × votes cast against; The notice must state that the resolution will be proposed as a special resolution. Section 114.
Board meeting: frequency: First meeting within 30 days of incorporation. At least 4 meetings a year. Gap between two meetings ≤ 120 days; One Person Company, small company and dormant company: at least one board meeting in each half of the calendar year, with a gap of at least 90 days between the two meetings. A One Person Company with only one director need not hold board meetings.
Board meeting: notice: At least 7 days' notice in writing to every director; Can be sent by hand, post or electronic means. For a shorter notice on urgent business, at least one independent director (if the company has one) must attend.
Board meeting: quorum: Higher of (1/3 of total strength) and 2 directors; fractions rounded up; Interested directors do not count towards quorum on that matter. Section 174.

How to solve Meetings of Company and Resolutions questions

Use this method for any question on meetings or resolutions. It follows the rule, facts, conclusion structure that earns marks in a subjective paper.

1Identify the type of meeting: AGM, EGM or board meeting. The rules differ, so name it first.
2Identify the company type: public or private, and its number of members or directors. Quorum depends on this.
3Note the dates and numbers in the question: notice date, meeting date, members present, votes for and against.
4State the rule in one or two lines, with the exact number (for example, 21 clear days, quorum of 15, three times).
5Apply the rule to the facts with a short calculation. Count clear days. Compare the votes. Compare members present with the quorum.
6Write a clear conclusion: valid or invalid, passed or not passed, and what happens next (for example, adjournment).
7If the question asks for a difference, write at least three points in two columns: meaning, majority needed, and examples.

Quickest way: Rule, Number, Verdict in three lines

When to use it: When the question is a short case with numbers and you have under six minutes per answer.

Write the rule with its number: 'Notice must be 21 clear days.'
Do the arithmetic in one line: 'Clear days from 11 Aug to 31 Aug = 21.'
Write the verdict and consequence: 'Notice is valid.' or 'Meeting adjourned to the same day next week.'
Memory aid for quorum of a public company: 5, 15, 30 against 1,000 and 5,000 members. Private company: 2.
Memory aid for resolutions: Ordinary = more for than against. Special = for is at least three times against.
Memory aid for notice: General meeting 21 days, board meeting 7 days.

Common mistakes in Meetings of Company and Resolutions

Writing that a special resolution needs a three-fourths majority of members present.
Students mix the company law rule with the older idea of a 75% majority.
Fix: Write the exact test: votes cast in favour must be at least three times the votes cast against. Compare votes cast, not members present.
Counting the day of the notice and the day of the meeting while calculating 21 days.
Students forget the word 'clear'.
Fix: Exclude both days. If notice is given on 10 August, the earliest meeting is 1 September (11 to 31 August is 21 days).
Using the wrong quorum for a public company.
Students remember the numbers 5, 15, 30 but not the member limits.
Fix: Link them: up to 1,000 members is 5. Above 1,000 and up to 5,000 is 15. Above 5,000 is 30. Private company is 2.
Saying a proxy can speak and vote on a show of hands.
Students think a proxy has all the rights of the member.
Fix: A proxy can vote only on a poll and has no right to speak at the meeting. The proxy need not be a member. The form must reach the company 48 hours before.
Applying the general meeting adjournment rule to a board meeting, or the reverse.
Both rules say 'same day next week', so they blur together.
Fix: For the board, adjourn to the same day next week at the same time and place. If that day is a national holiday, go to the next day that is not a holiday. For a general meeting, the adjournment rule applies only to a meeting not called on requisition. A requisitioned meeting lapses. At the adjourned meeting of a non-requisitioned meeting, the members present form the quorum if quorum is still absent after 30 minutes.
Mixing up board meeting rules with general meeting rules, such as giving 21 days' notice for a board meeting.
Students learn all numbers as one list.
Fix: Keep two columns while revising. General meeting: 21 days, quorum by members. Board meeting: 7 days, quorum one-third or 2 directors, whichever is higher.

Worked examples

Example 1

Ravi Ltd is a public company with 3,000 members. Notice of its AGM was sent on 10 August for a meeting on 1 September. At the scheduled time only 8 members were present. Examine whether the notice was valid and what happens to the meeting.

Show the solution

Rule on notice: a general meeting needs at least 21 clear days' notice. The day of notice and the day of the meeting are excluded.
Clear days: 11 August to 31 August is 21 days. So the notice period is sufficient and the notice is valid.
Rule on quorum: for a public company with more than 1,000 and up to 5,000 members, the quorum is 15 members personally present.
Ravi Ltd has 3,000 members, so the quorum is 15. Only 8 are present, so quorum is lacking.
Consequence: the meeting must wait for 30 minutes. If quorum is still absent, an AGM that was not called on requisition is adjourned to the same day next week, at the same time and place, or to another time and place decided by the board.
At the adjourned meeting, if quorum is again absent after 30 minutes, the members present form the quorum and the meeting can proceed.

Answer: The notice is valid because 21 clear days are given. The quorum is 15 and only 8 are present, so the meeting is adjourned to the same day next week. At the adjourned meeting, the members present will form the quorum if quorum is still lacking.

Example 2

At a general meeting, a resolution to alter the Articles of Association received 5,000 votes in favour and 1,800 votes against. Can it be passed as an ordinary resolution? As a special resolution? State the difference between the two.

Show the solution

Ordinary resolution test: votes in favour must be greater than votes against. 5,000 > 1,800, so it passes as an ordinary resolution.
Special resolution test: votes in favour must be at least three times the votes against. Three times 1,800 = 5,400.
Compare: 5,000 < 5,400, so the special resolution test is not met.
Altering the Articles needs a special resolution, so this resolution is not passed.
Difference: an ordinary resolution needs a simple majority (more votes for than against) and covers routine matters such as adopting accounts. A special resolution needs votes for at least three times the votes against, and its notice must state the intention to propose it as a special resolution. It covers major matters such as altering the Articles.

Answer: The votes meet the ordinary resolution test but not the special resolution test (5,000 is less than 5,400). As alteration of the Articles needs a special resolution, the resolution fails.

Exam tips

Start every case answer with the rule and its number, then apply the facts. Examiners give marks for the rule even if your conclusion slips.
For 'distinguish between' questions, write a two-column comparison with at least three points. For ordinary and special resolutions, use majority needed, notice requirement and examples.
Always show the arithmetic: counting clear days, three times the votes against, or one-third of the directors rounded up. Step marks depend on it.
Check the company type and member count before writing quorum. This is the most common place to lose a mark.
Keep a one-page revision table of numbers: 21 days, 7 days, 15 months, 6 months, 120 days, 48 hours, 95%, 1/10. Revise it just before the exam.

Practice questions from The Companies Act, 2013

Meetings of Company and Resolutions: frequently asked questions

What is the difference between an ordinary and a special resolution?

An ordinary resolution needs more votes in favour than against. A special resolution needs votes in favour that are at least three times the votes against. The notice of a special resolution must say that it will be proposed as one.

What is the quorum for a general meeting of a public company?

It depends on the number of members. It is 5 members if there are up to 1,000 members, 15 if there are more than 1,000 and up to 5,000, and 30 if there are more than 5,000. The members must be personally present. For a private company, the quorum is 2 members.

How many days' notice is needed for an AGM?

At least 21 clear days' notice must be given in writing or electronic mode. Clear days exclude the day of the notice and the day of the meeting. A shorter notice for an AGM is allowed only if members entitled to vote and holding at least 95% of the voting rights consent.

Can a proxy vote at a company meeting?

Yes, but only on a poll (Section 105). A proxy cannot speak at the meeting. The proxy need not be a member, and the proxy form must reach the company at least 48 hours before the meeting.

How many board meetings must a company hold in a year?

A company must hold at least four board meetings in a year, with a gap of not more than 120 days between two meetings. The first board meeting must be held within 30 days of incorporation. One Person Companies, small companies and dormant companies have a lighter rule of one meeting in each half of the calendar year, with a gap of at least 90 days.