When I was scripting a proceeding to be held in an extraordinary general meeting, I faced a question of whether proposing or seconding a resolution is required. My answer was NO unless an amendment to the motion is moved. Before reading further, my readers may check legal provision for the moving and passing a resolution under the (Indian) Companies Act, 2013.

No, there is no provision. The practice of proposing or second a resolution is not required at all under the law. This is a simple custom to be followed by companies. This practice even got mentioned in the Secretarial Standards too, which need to discard it.

Resolutions are deep into our customs. We can trace it in religions and celebrations. In Hindu rituals, we took Sankalps and the mythological grandfather Devvrata later known as Bhishma took a Pratigya (Pledge).  We have New Year resolutions and kings pass decrees. All are resolution at and on the determination.

Presume a meeting of seniors of society to discuss an immediate issue before them. Nothing is planned as a possible outcome. It has an agenda to discuss, one or two motions were moved by different fellows present there. The discussion came to a sense of the meeting and now a draft is to be planned for better communication and preservation as a socially/legally binding resolution. This draft is being prepared by a learned fellow good in drafting and checked or seconded by another. The meeting discusses the contents and move for a vote and pass the resolution.

An unstructured meeting usually with an agenda without any determined resolution. But in the case of company meeting, the management always has determined the conclusion of the meeting in its mind. Hence, the management has a draft resolution along with the official agenda and agenda papers. Unless the meeting comes to a different conclusion, there is no amendment motion (formal or informal) to the resolution.

A company meeting usually discusses whole issued behind the motion. The meeting no doubt discuss the contents of the draft resolution. No counter motion usually moves. Simple the motion either pass a resolution with a requisite majority or not failed to be approved. There is no one person who is drafting the resolution in the meeting itself. All the contents are already checked by the company secretary and chairperson and/or other directors. Therefore, there is no need to propose or second the motion is required. This is simple enough to move the motion by the chair or secretary.

However, we may opt to follow customs and stay connected with roots.

Counter views from my readers are welcome in the comment box.

Aishwarya Mohan Gahrana

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  1. Tejendra Nayak

    Sir 7.1 of SS 2,
    Every Resolution, except a Resolution which has been put through remote e voting or on which poll is demanded, shall be proposed by a member and seconded by another member.
    TS Tech


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