MEANING AND TYPES OF THE RESOLUTIONS UNDER COMPANIES ACT 2013

Ø  RESOLUTION UNDER THE COMPANIES ACT,2013
COMPANY LAW

Ø  MEANING OF RESOLUTION

• A COMPANY BEING AN ARTIFICIAL PERSON ANY DECISION TAKEN BY IT SHALL BE IN THE FORM OF A RESOLUTION,
• A RESOLUTION MAY BE DEFINED AS AN AGREEMENT OR DECISION MADE BY THE DIRECTOR OR MEMBERS ( OR A CLASS OF MEMBERS ) OF A COMPANY. A PROPOSED RESOLUTION IS A MOTION. WHEN A RESOLUTION IS PASSED A COMPANY IS BOUND BY IT.
• THE ACT GENERALLY SPECIFY THE MATTERS IN RESPECT OF WHICH RESOLUTIONS ARE REQUIRED TO BE PASSED BY THE MEMBER IN GENERAL MEETING.
•  TYPES OF RESOLUTIONS

1. ORDINARY
2. SPECIAL RESOLUTION

• SECTION 114 OF THE COMPANIES ACT DEFINES THE AN ORDINARY AND SPECIAL RESOLUTION
• ORDINARY RESOLUTION

1. IF THE NOTICE REQUIRED UNDER THE ACT HAS BEEN  DULY GIVEN
2. IT IS REQUIRED TO BE PASSED BY THE VOTES CAST
3. WHETHER ON SHOW OF HANDS OR
• ELECTRONICALLY OR
• ON A POLL AS THE CASE MAY BE
4. IN FAVOUR OF THE RESOLUTION,
5. INCLUDING CASTING VOTE IF ANY OF THE CHAIRMAN,BY MEMBERS WHO BEING ENTITLED TO DO SO
6. VOTE IN PERSON OR
7. WHERE PROXIES ALLOWED BY PROXY OR BY POSTAL BALLET
8. EXCEED THE VOTES IF ANY CAST AGAINST THE RESOLUTION BY MEMBERS SO ENTITLED AND VOTING

• SPECIAL RESOLUTION
• WHEN

1. THE INTENTION TO PROPOSE THE RESOLUTION AS SPECIAL RESOLUTION HAS BEEN DULY SPECIFIED IN THE NOTICE
2. THE NOTICE REQUIRED UNDER THIS ACT HAS BEEN DULY GIVEN
3. THE VOTES CAST IN FAVOR OF THE RESOLUTION
4. WHETHER ON SHOW OF HANDS/ELECTRONICALLY /ON POLL
5. VOTE IN PERSON/BY PROXY OR BY POSTAL BALLOT
6. ARE REQUIRED TO BE NOT LESS THAN THREE TIMES THE NUMBER OF THE VOTES IF ANY CAST AGAINST THE RESOLUTION BY MEMBERS SO ENTITLED AND VOTING

• DIFFERENCE BETWEEN ORDINARY AND SPECIAL RESOLUTION
• AN ORDINARY RESOLUTION IS REFERRED TO RESOLUTION PASSED BY THE MEMBERS OF THE COMPANY BY A SIMPLE MAJORITY
• A SPECIAL RESOLUTION ON THE OTHER HAND IS THE RESOLUTION  THAT IS AFFIRMED BY THE MEMBERS OF THE COMPANY BY ¾ TH MAJORITY
• IN ORDINARY RESOLUTION 51% MEMBERS SHOULD BE IN FAVOR OF THE MOTION
• SPECIAL RESOLUTION AT LEAST 75% SHOULD BE IN FAVOR OF THE MOTION
• IN CASE OF OR A COPY OF ORDINARY RESOLUTION SHOULD BE FILED WITH ROC IN CERTAIN CASES
• IN SPEICAL RESOLUTION A COPY OF SR MUST BE FILED WITH ROC
• ORDINARY BUSINESS/SPECIAL BUSINESS DEPENDING UPON THE REQUIREMENT OF THE ACT
• BUT IN CASE OF SPECIAL RESOLUTION SPECIAL BUSINESS
• RESOLUTIONS REQUIRING SPECIAL NOTICE ( SECTION 115)
• WHERE ANY PROVISIONS CONTAINED IN THIS ACT OR IN THE ARTICLES OF THE COMPANY SPECIAL NOTICE IS REQUIRED OF ANY RESOLUTION
• NOTICE OF THE INTENTION TO MOVE SUCH RESOLUTION SHALL BE GIVEN TO THE COMPANY BY SUCH NUMBER OF MEMBERS HOLDING NOT LESS THAN ONE PERCENT OF TOTAL VOTING POWER OR HOLDING SHARES ON WHICH SUCH AGGREGATE SUM NOT EXCEEDING FIVE LAC RUPEES AS MAY BE PRESCRIBED HAS BEEN PAID UP AND THE COMPANY SHALL GIVE MEMBER NOTICE OF THE RESOLUTION IN SUCH MANNER AS AMY BE PRESCRIBED
• FOR EXAMPLE:
• TO ALTER THE ARTICLES OF THE COMPANY
• TO CREATE RESERVE CAPITAL
• TO AUTHORIZE THE PAYMENT OF INTEREST OUT OF CAPITAL
• RESOLUTION PASSED AT ADJOURNED MEETING( SECTION 116)
• WHERE A RESOLUTION IS PASSED AT AN ADJOURNED MEETING OF
• COMPANY OR
• THE HOLDERS OF ANY CLASS OF SHARES IN A COMPANY
• OR THE BOARD OF DIRECTORS OF A COMPANY

o    WILL BE CONSIDERED TO BE PASSED ON THE DATE IT WAS IN FACT PASSED NOT BE DEEMED TO HAVE BEEN PASSED ON ANY EARLIER DATE.

• RESOLUTION AND AGREEMENT TO BE FILED(117)

1. SUBMISSION OF A COPY OF AGREEMENT/RESOLUTION ON THE MATTER SPECIFIED IN SUBSECTION (3) TOGETHER WITH EXPLANATORY STATEMENT(102) WITH ROC WITH IN 30 DAYS
2. IF THE COMPANY FAILS TO FILE THE RESOLUTION UNDER SUBSECTION(1) BEFORE THE EXPIRY OF THE PERIOD SPECIFIED WILL BE PUNISHABLE WITH FINE WHICH IS NOT LESS THAN ONE LACS RUPEES BUT WHICH MAY EXTEND TO 25 LACS RUPEES AND EVERY OFFICER OF THE COMPANY WHO IS IN DEFAULT INCLUDING LIQUIDATOR SHALL BE PUNISHABLE WITH FINE WHICH IS NOT LESS THAN 50.00 BUT WHICH MAY EXTEND TO FIVE LACS
3. RESOLUTION AND AGREEMENT TO BE FILED(117)
4. THE PROVISIONS OF THIS SECTION SHALL APPLY:-
5. RESOLUTION REQUIRING A COMPANY TO BE WOUND UP BY VOLUNTARILY PASSED IN PURSUANCE OF SECTION 59 OF THE INSOLVENCY AND BANKRUPTCY CODE 2016
6. RESOLUTION PASSED IN PURSUANCE OF SUB SECTION 179(3)
7. ANY OTHER RESOLUTION OR AGREEMENT AS MAY BE PRESCRIBED AND PLACED IN THE PUBLIC DOMAIN

• ORDINARY BUSINESS ( 102)

1. THE CONSIDERATION OF THE ACCOUNTS,BALANCE SHEET AND REPORT OF THE BOARD OF DIRECTORS AND AUDITORS
2. THE DECLARATION OF DIVIDEND
3. THE APPOINTMENT OF THE DIRECTORS IN THE PLACE OF THOSE RETIRING
4. THE APPOINTMENT AND FIXING OF THE REMUNERATION

• ORDINARY BUSINESS IS TO BE TRANSACTED BY PASSING ORDINARY RESOLUTION
• SPECIAL RESOLUTION(102)
• SPECIAL BUSINESS: ALL MATTERS OTHER THAN ORDINARY BUSINESS ARE TREATED AS SPECIAL BUSINESS AT AN ANNUAL GENERAL MEETING
• AN EXPLANATORY STATEMENT SHALL BE ANNEXED TO THE NOTICE OF THE MEETING
• EXAMPLE OF SPECIAL BUSINESS:-

1. REMOVAL OF A DIRECTOR
2. ISSUE OF BONUS SHARES
3. ISSUE OF RIGHT SHARES
4. ELECTION OF A PERSON AS DIRECTOR OTHER THAN RETIRING