Overview on Types of
Resolution- Ordinary and Special Resolutions
(1) A
resolution shall be an ordinary resolution if the notice required under this
Act has been duly given and it is required to be passed by the votes cast,
whether on a show of hands, or electronically or on a poll, as the case may be,
in favour of the resolution, including the casting vote, if any, of the
Chairman, by members who, being entitled so to do, vote in person, or where
proxies are allowed, by proxy or by postal ballot, exceed the votes, if any,
cast against the resolution by members, so entitled and voting.
Resolution Votes(Favor) > Votes(Not in favor) Ordinary Resolution
Show of hands + electronically + poll
(2) 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 or other intimation given to the members of the
resolution;
(b) the notice required under
this Act has been duly given; and
(c) the votes cast in favour
of the resolution, whether on a show of hands, or electronically or on a poll,
as the case may be, by members who, being entitled so to do, vote in person or
by proxy or by postal ballot, 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.
Resolution Votes(3 Favor) > Votes(Not in
favor) Ordinary Resolution
Show of hands + electronically + poll
Resolutions Requiring Special Notice
115. Where, by any provision contained
in this Act or in the articles of a 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 per cent of
total voting power or holding shares on which such aggregate sum not
exceeding five lakh rupees, has been paid-up and the company shall
give its members notice of the resolution in such manner.
Members Votes(3 Favor) > Votes(Not in
favor) Ordinary Resolution
Comment: Special Notice.
(1) A special notice required to be given to the company
shall be signed, either individually or collectively by such number of members
holding not less than one percent of total voting power or holding shares on
which an aggregate sum of not less than five lakh rupees has
been paid up on the date of the notice.
Members Not less than 1 percent of
Voting power Special Notice
Not less than 5lakh Paid up capital
(2) The notice referred to in sub-rule (1) shall be sent
by members to the company not earlier than three months but at least fourteen
days before the date of the meeting at which the resolution is to be moved,
exclusive of the day on which the notice is given and the day of the meeting.
Members not earlier than three months Notice
at least fourteen days before
(3) The company shall immediately after receipt of the
notice, give its members notice of the resolution at least seven days before
the meeting , exclusive of the day of dispatch of notice and day of the meeting
, in the same manner as it gives notice of any general meetings.
Company Notice Members
at least seven days before the meeting
(4) Where it is not practicable to give the notice in the
same manner as it gives notice of any general meetings, the notice shall be
published in English language in English newspaper and in vernacular language
in a vernacular newspaper, both having wide circulation in the State where the
registered office of the Company is situated and such notice shall also be
posted on the website, if any, of the Company.
(5) The notice shall be published at least seven days
before the meeting, exclusive of the day of publication of the notice and day
of the meeting.
Resolutions Passed at Adjourned Meeting.
Where a resolution is passed at an adjourned
meeting of—
(a) a company; or
(b) the holders of any class
of shares in a company; or
(c) the Board of Directors of
a company,
the resolution shall, for all
purposes, be treated as having been passed on the date on which it was in fact
passed, and shall not be deemed to have been passed on any earlier date.
DISCLAIMER: The article is based on
the relevant provisions and as per the information existing at the time of the
preparation. In no event i shall be liable for any direct and indirect result
from this article. This is only a knowledge sharing initiative.
THE AUTHOR – CS
DEEPAK SETH (ASSOCIATE PARTNER HELPINGHANDS PROFESSIONALS LLP) and can
be reached at CONTACTHHPRO@GMAIL.COM OR 9910248911
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