Resolutions
The term Resolution may be defined as the proposal which is voted at the meeting and
accepted by the members. Resolution is the decisions ultimately taken on motion or
proposal The questions which come for consideration at the general meeting of a company
are presented in the form of proposals called 'motions"
There are four kinds of resolutions under the companies Act, They are
1. Ordinary Resolution
a.Ordinary resolution is a resolution which is passed, at a validly called general meeting. by
simple majority of members, ie., where the votes cast in favour of the resolution exceed the
votes cast against it. The voting may be either by show of hands, or electronically or on a
poll
b. A resolution shall be an ordinary resolution if the notice required under this Act has been
daly given. C.
Now listed public company may get any resolution passed by means of postal ballot instead
of transacting the business in general meeting.
d. An ordinary resolution is sufficient to carry out any matter within the company's power
unless the Companies Act or Memorandum of Articles of Association expressly requires it to
be carried out in some other manner, ie, by special resolution or by resolution requiring a
special notice
2. Special Resolution
Special Resolution is a resolution which is passed, at a validly called general meeting. by
special majority of members ie, by the support of 3/4th majority of the members present and
entitled to vote at the meeting.
A resolution shall be a special resolution when-
a The intention to propose the resolution as a special resolution has been duly specified in
the notice calling the general meeting.
B.The notice required under the Act has been duly given.
C The votes cast in favour of the resolutions by members entitled to vote are not less than 3
times the number of votes cast against the resolution by members so entitled and voting.
d. An explanatory statement setting out all national facts concerning the subject -matter of
the special resolution shall be annexed to the notice of the meeting.
E.A copy of every special resolution together with the copy of the explanatory statement,
shall within 30 days of passing of the resolution, be filed with the Registrar
3. Resolution Requiring Special Notice
A resolution requiring special notice is a kind of ordinary resolution of which notice of the
intention to move a resolution has to be given to the company by a proposer Every member
of the company has a right to give a special notice of this kind relating to a proposed
resolution.
a. Any provisions contained in this Act or in the Articles of the company, a special notice is
required of any resolution, notice of intention to move such resolution shall be given to the
company
B.Notice shall be given by the members holding not less than 1% of total voting power or
holding shares on which such aggregatesum not exceeding 5 lakhs.
C.On receipt of such notice, the company must give the notice of the proposed resolution to
its members.
D.. The Articles of Association may provide for the matters in respect of which special notice
is required.
4. Passing of Resolutions by Postal Ballot
A listed public company may get any resolution passed by means of postal ballot instead of
transacting the business in general meeting.
a. The Central Government may, by notification, declares a particular business to be
transacted only by postal ballot, then the company must pass the resolution by postal ballot.
b. The company may, in respect of any item of business, other than ordinary business and
any business in respect of which directors or auditors have a right to be heard at any
meeting transact by means of postal ballot, instead of transacting such business at a general
meeting.
C When a company decides to pass any resolution by resorting to postal ballot, company
shall send a notice to all shareholders along with a draft resolutions and requesting the
shareholders to send their assent or dissent in writing on a postal ballot within a period of 30
days from the date of posting the ballot.
d. When the resolution is assented to by the requisite majority of the shareholders by means
of postal ballot, it shall be deemed to have been duly passed at a general meeting convened
in that behalf.
