Resolution is passed by the members of the company i.e. the individuals who have their names on the register of Members of the company.
What is a resolution?
It is usually like a poll which is held by a company in its annual general meeting for passing orders.
The members of the company may cast their votes in a yes or no.
In a medium sized company it usually happens by show of hands for Yes and No in a decision to be taken by the company.
ORDINARY RESOLUTION:
In a simple language, an ordinary resolution can be said to be PASSED if there is a 51% YES for a decision and rest are in a NO.
Some matters in which Ordinary resolution can be passed:
1. Alteration in authorized capital
2. declaration of dividend
3. appointment of auditors
4. fixation of remuneration
5. election of directors.
SPECIAL RESOLUTION:
Why a special resolution? .
Answer to this question is that the LEGISLATURE of the country has made such rules in the COMPANIES ACT 2013, in which the company in passing certain decisions which may affect public at large must obtain a consent for that decision from its members.
Hence, in a special resolution that percentage has been exceed to 75% instead of 51%.
Matters in which special resolution will be passed:
1. reduction of share capital.
2. change in the registered office of the company from one state to another.
UNANIMOUS RESOLUTION:
It is also known as a Unanimous consent which means 100% consent of all the members present for the Annual general meeting have a positive consent for a decision to be passed by the company.
BOARD RESOLUTION
This resolution takes place between the Board of directors of the company. The members of the company play no role in this resolution.
Explanation for ADVOCATES and Law Students:
Resolutions have been explained under Section 114 of The Companies Act 2013.
ORDINARY RESOLUTION: (explained under Section 114 (1) )
When a motion is passed by a simple majority of the members of the company who are voting at the General meeting, it is said to have been passed by an Ordinary resolution.
The votes cast in favor (including CHAIRMAN -if any) are more than the votes cast against the resolution.
Some matters in which Ordinary resolution can be passed:
1. Alteration in authorized capital
2. declaration of dividend
3. appointment of auditors
4. fixation of remuneration
5. election of directors.
SPECIAL RESOLUTION:
According to Section 114 (2) , a special resolution is held:
1. The intention of the proposal must be notified to the members of the company by the way of Notice.
2. Notice must comply with the requirement of 21 clear days before the annual general meeting.
3. Votes cast in favor ( by poll or show of hands ) must be THREE TIMES the votes cast against the resolution.
ABSTENTIONS (if any) not to be taken into account.
Matters in which Special Resolution can be passed:
1. alter object clause of memorandum.
2. change in registered office of company from one state to another.
3.reduce share capital of the company.
4.alteration of Articles of association.
CASE REFERENCE:
1. KIRLOSKAR ELECTRIC CO. LTD , In re[2003] 43 SCL 186 (Kar.)
UNANIMOUS RESOLUTION:
There is no particular definition in the COMPANIES ACT 2013 relating to The Unanimous Consent but SECTION 162(1) which says that- At a general meeting of a company, the motion for the appointment of two or more persons as directors of the company by a single resolution shall not be moved unless a proposal to move such a motion has first been agreed to at the general meeting without any vote being cast AGAINST it.
BOARD RESOLUTION:
Under Section 173 of the Companies Act 2013,
1. every company shall hold its first board meeting within 30 days from its date of incorporation and thereafter 4 board meetings of its board of directors every year in such a manner that not more than 120 days shall intervene between two consecutive meetings of the board.
2.participation of directors can be In-person, by video conferencing or any other audio visual means which are capable of recording and recognizing the participation of the directors.
3. Notice for the meeting must be served in not less than 7 days . The notice must be in writing to every director at his address registered with the company and can be sent by hand delivery or post or by any electronic means.
What is a resolution?
It is usually like a poll which is held by a company in its annual general meeting for passing orders.
The members of the company may cast their votes in a yes or no.
In a medium sized company it usually happens by show of hands for Yes and No in a decision to be taken by the company.
ORDINARY RESOLUTION:
In a simple language, an ordinary resolution can be said to be PASSED if there is a 51% YES for a decision and rest are in a NO.
Some matters in which Ordinary resolution can be passed:
1. Alteration in authorized capital
2. declaration of dividend
3. appointment of auditors
4. fixation of remuneration
5. election of directors.
SPECIAL RESOLUTION:
Why a special resolution? .
Answer to this question is that the LEGISLATURE of the country has made such rules in the COMPANIES ACT 2013, in which the company in passing certain decisions which may affect public at large must obtain a consent for that decision from its members.
Hence, in a special resolution that percentage has been exceed to 75% instead of 51%.
Matters in which special resolution will be passed:
1. reduction of share capital.
2. change in the registered office of the company from one state to another.
UNANIMOUS RESOLUTION:
It is also known as a Unanimous consent which means 100% consent of all the members present for the Annual general meeting have a positive consent for a decision to be passed by the company.
BOARD RESOLUTION
This resolution takes place between the Board of directors of the company. The members of the company play no role in this resolution.
Explanation for ADVOCATES and Law Students:
Resolutions have been explained under Section 114 of The Companies Act 2013.
ORDINARY RESOLUTION: (explained under Section 114 (1) )
When a motion is passed by a simple majority of the members of the company who are voting at the General meeting, it is said to have been passed by an Ordinary resolution.
The votes cast in favor (including CHAIRMAN -if any) are more than the votes cast against the resolution.
Some matters in which Ordinary resolution can be passed:
1. Alteration in authorized capital
2. declaration of dividend
3. appointment of auditors
4. fixation of remuneration
5. election of directors.
SPECIAL RESOLUTION:
According to Section 114 (2) , a special resolution is held:
1. The intention of the proposal must be notified to the members of the company by the way of Notice.
2. Notice must comply with the requirement of 21 clear days before the annual general meeting.
3. Votes cast in favor ( by poll or show of hands ) must be THREE TIMES the votes cast against the resolution.
ABSTENTIONS (if any) not to be taken into account.
Matters in which Special Resolution can be passed:
1. alter object clause of memorandum.
2. change in registered office of company from one state to another.
3.reduce share capital of the company.
4.alteration of Articles of association.
CASE REFERENCE:
1. KIRLOSKAR ELECTRIC CO. LTD , In re[2003] 43 SCL 186 (Kar.)
UNANIMOUS RESOLUTION:
There is no particular definition in the COMPANIES ACT 2013 relating to The Unanimous Consent but SECTION 162(1) which says that- At a general meeting of a company, the motion for the appointment of two or more persons as directors of the company by a single resolution shall not be moved unless a proposal to move such a motion has first been agreed to at the general meeting without any vote being cast AGAINST it.
BOARD RESOLUTION:
Under Section 173 of the Companies Act 2013,
1. every company shall hold its first board meeting within 30 days from its date of incorporation and thereafter 4 board meetings of its board of directors every year in such a manner that not more than 120 days shall intervene between two consecutive meetings of the board.
2.participation of directors can be In-person, by video conferencing or any other audio visual means which are capable of recording and recognizing the participation of the directors.
3. Notice for the meeting must be served in not less than 7 days . The notice must be in writing to every director at his address registered with the company and can be sent by hand delivery or post or by any electronic means.
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