There are three kinds of resolutions under the Companies Act, 1956. They are:
Kinds Of
Resolutions:
There are three kinds of resolutions under the Companies Act, 1956. They
are:
Ordinary resolutions;
Special resolutions; and
Resolutions requiring special notice.
Ordinary
resolution [(Sec. 189 (1)]:
An ordinary resolution is a
resolution passed at a general meeting of a company by a simple majority of
votes (i.e., votes cast in favour of the resolution exceed votes cast against
it) including the casting vote of the chairman, if any).
When is an ordinary resolution required? Ordinary resolution is
necessary for the following among other purposes:
Rectification of name or adoption
of new name by a company where it resembles the name of an existing company
with the previous approval of the Central Government [Sec. 22 (1) (a)].
Issue of shares at a discount [Sec. 79 (2)] Alteration of share capital [Sec. 94 (2)]. Re-issue of redeemed debentures (Sec.121). Adoption of statutory report (Sec. 165). Passing of annual accounts and
balance sheet, along with reports of Board of Directors and Auditors (Sec.
210).
Appointment of auditors and
fixation of their remuneration [Sec. 224 (1)].
Appointment of first directors
who are liable to retire by rotation [Sec. 255 (1)].
Increase or reduction in the
number of directors within the limit fixed by the Articles (Sec. 258).
Appointment of managing / whole-time director (Sec.
269). Removal of a director and
appointment of a new director in his place [Sec. 284(1)].
Approval of appointment of sole-selling agents
(Sec. 294). Winding up a company voluntarily
in certain events [Sec. 484 (1) (a)].
Appointment and fixation of
remuneration of liquidators in a members voluntary winding up [Sec. 490 (1)].
Nomination of a liquidator in a
creditors’ voluntary winding up [Sec. 502 (1)].
Tags : Business Environment and Law-Meetings And Resolutions
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