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As per the Companies Act 2013, for taking any decision or executing any transaction, the consent of the shareholders, the Board of Directors and other specified is required. The decisions taken at a meeting are called resolutions. In other words a motion, with or without the amendments which is put to vote at a meeting and passed with the required quorum becomes resolution.
There are broadly three types of resolutions, namely ordinary resolution, special resolution and resolution requiring special notice.
An ordinary resolution is one which can be passed by a simple majority. i.e. if the members of votes cast by members, entitled to vote in favour of the resolution is more than the votes cast against the resolution.
(i) To change or rectify the name of the company
(ii) To alter the share capital of the company
(iii) To redeem the debentures
(iv) To declare the dividends
(v) To approve annual accounts and balance sheet
(vi) To appoint the directors
(vii) To increase or decrease the number of directors within the limits prescribed
(ix) To remove a director and appoint another director in his place
(x) To make inter corporateinvestment, within the limits
(xi) To approve voluntary winding up if the articles authorise
(xii) To fill up the vacancy in the office of liquidator, etc.,
A special resolution is the one which is passed by a not less than 75% of majority. The number of votes, cast in favour of the resolution should be three times the number of votes cast against it. The intention of proposing a resolution as a special resolution must be specifically mentioned in the notice of the general meeting.
(i) To change the registered office of the company from one state to another
(ii) To change the objectives of the company
(iii) To change the name of the company
(iv) To alter the Articles of Association
(v) To reduce the share capital subject to the confirmation of the court
(vi) To commence any new business
(vii) To appoint the auditor for the company
(viii) To appoint the sole selling agents in specified cases
(ix) To determine the remuneration of the Director and the Managing Director
There are certain matters specified in the Companies Act, 2013 which may be discussed at a general meeting only if a special notice is given at least 14 days before the meeting.The intention to propose any resolution must be notified to the company. The following matters require special notice before they are discussed in the meeting:-
(i) To appoint an auditor, a person other than a retiring auditor
(ii) To provide expressly that a retiring Auditor shall not be reappointed
(iii) To remove a director before the expiry of his period of office
(iv) To appoint a director in the place of a director so removed
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