Explain the different kinds of resolution which will be passed meeting or shareholders State the provisions of the Company Act, 2013 relating to registration or resolutions.
Explain the different kinds of resolution which will be passed meeting or shareholders State the provisions of the Company Act, 2013 relating to registration or resolutions. Draft aspersion to registered office of the company from Uttar Pradesh.
Ans.
RESOLUTION
The questions which come for consideration are presented in the form of proposal, called motion. A motion may be proposed by the chairman member. The motion, after the close of discussion is put to vote. It may either be carried or rejected. If a motion is carried, it becomes a resolution.
Kinds of Resolutions: These are of following three kinds :
1. Ordinary resolutions.
2. Special resolutions.
3. Resolutions requiring special notice.
ORDINARY RESOLUTION
An ordinary resolution is such resolution which is passed at a general meeting by a simple majority. Simple majority means votes cast in favour of the resolution exceed votes cast against it including the casting vote of the chairman. Vote can be on showing hands or on a poll, as the case may be. The votes may be casted in person or by proxy. The required notice should have been duly given. For determining the simple majority of the members, only the votes cast including the casting vote of the chairman, is taken into consideration.
When is an Ordinary Resolution Required?
Ordinary resolution is necessary for the following purposes:
(i) Rectification of name or adoption of new name by a company
(ii) Alteration of share capital [Sec. 61]
(iii) To alter the prospectus (Section 27)
(iv) To alter the company’s share capital (Section 61)
(v) To appoint and fix the remuneration of the company’s auditors.
(vi) To fill the vacancies of directors retiring by rotation (Section 152)
(vii) To make inter-corporate investment beyond the prescribed limits (Section 98)
SPECIAL RESOLUTION [SEC. 114 (2)]
A resolution shall be a special resolution when –
(i) the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution;
(ii) the notice required under this Act, has been duly given of the general meeting; and
(iii) the votes cast in favour of the resolution whether in person, or by proxy, are not less than three times the votes cast against the resolution by members so entitled.
When is a Special Resolution Required?
Special resolution is necessary for the following among other purposes:
(i) Alteration of Memorandum for changing the place of registered office from one State to another [Sec. 13],
(ii) Alteration of the Articles, [Section 14],
(iii) Reduction of share capital [Sec. 66],
(iv) Keeping registers and returns other than the registered office [Section 11],
(v) Alteration in AOA [Section 14]
(vi) To make variations in the rights of special class of shares [Section 48]
(vii) To get an order from the court for the winding up of the company [Section 271]
(viii) To wind up company voluntarily [Section 304]
RESOLUTION REQUIRING A SPECIAL NOTICE [SEC. 115]
1. Where, by any provision contained in this Act or in the articles, special notice is required for any resolution, notice of the intention to move the resolution shall be given to the company by such number of members holding not less than 1% of total voting power or holding shares on which such aggregate sum not exceeding 5,00,000 rupees, as may be decided, has been paid up and the company shall give its members notice of the resolution in such manner as may be prescribed.
REGISTRATION OF RESOLUTIONS (SEC. 117)
Following resolutions and agreements have to be registered with the ROC.
(i) Special resolutions,
(ii) Any such resolution which is approved by some members shall only be binding to the dissenting members,
(iii) Any resolutions or agreement of the board of director relating to the appointment or change in the terms of employment,
(iv) A resolution for the voluntary winding up,
(v) A resolution giving some special rights to the directors.
Form of Special Resolution to Change Registered Office
Resolved that, the registered office of the company, is and hereby, be XX in Rajasthan in stead being YY in Uttar Pradesh.
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