According to the Companies Act, the following types of resolutions are passed by a company
(1) Ordinary Resolution
Ordinary resolution is the resolution which is passed for the day-to-day business of the general meeting of the company and for which a majority of more than half is required, e.g. if the members present in a meeting have 100 votes, then the general motion is to have 51 votes in favor. But it will be considered passed. In other words, all such matters which do not require special motion to be decided, are decided by ordinary motion. These resolutions require a 51% majority which also includes the Speaker’s casting vote, if any. In this way, any ordinary motion is said to be passed by a majority when the valid votes in favor of that motion are more than the valid votes in its opposition. The members authorized to vote on such a motion may vote in person or through counter persons. The majority is determined by counting the votes cast by all of them in favor and against. If the number of votes in favor and against is equal, then the Speaker can also cast his casting vote and he can also be counted. The number of members present in the House does not have any special significance for counting the majority. For this only the number of members who vote validly for and against the motion matters. The absent and neutral members are also not taken care of. If the valid votes are more in favor of the motion, then the motion is deemed to have been passed.
Features of the Simple Proposal
(1) They are passed in the general meeting of the company. (2) They are kept for ordinary purposes.
(3) A 51% majority is required for their passage.
(4) It is not necessary to mention them explicitly in the notice.
Examples of Simple Motions For all ordinary matters against which there is no separate provision in the Articles of Association, ordinary motions are used. Ordinary resolutions are passed for further works
(1) To register an unlimited company as a limited company.
(2) Remuneration of operators for technical services.
(3) Declaration of dividend.
(4) Acceptance of final accounts, auditors’ and directors’ reports.
(5) Appointment of auditors and fixation of remuneration.
(6) To make appointments in place of retiring directors.
(7) Voluntary dissolution of the company on the expiry of the specified period of term of the company or on the completion of the specified purpose.
(8) Appointment of receiver or receiver.
(9) Conversion of shares into stocks or exchange of stocks into shares. (10) Increase in share capital if authorized by Articles.
(2) Special Resolution
A special motion is a motion which is passed by the assembly for carrying out the most urgent work.
and requires 3/4th majority or 75% majority. In other words, any motion is said to be a special motion, when the notice of that motion has expressed its intention to pass it as a special motion and the votes received in its favor for passing it are the votes against it. At least three times the number of votes for a special motion can be voted by the members or by their counterparts. In voting for a special motion, the Speaker of the House does not have the casting vote. It is necessary to register the special resolution with the registrar within 30 days of passing it.
Features of special resolution – (1) It is passed for special and important works.
(2) Of these, a 75% or 3/4th majority is required for passage. (3) It is necessary to explain the idea and nature of this proposal in the information. Examples of special offer – The following tasks are done by special offer
(1) To change the councilor’s memorandum with a view to transfer the registered office from one state to another or to change the object sentence.
(2) Changing the name of the company with the prior concurrence of the Central Government.
(3) Changing the Articles of Councilors.
(4) Creation of secure share capital.
(5) To provide an option to convert debentures into equity capital.
(6) To issue further shares of the company. (7) To change the rights of the shareholders of a particular class.
(8) To reduce the capital with the approval of the Tribunal.
(9) To make an application to the Tribunal for the compulsory winding up of the company.
(10) To accept shares of another company in exchange for the property of the company at the time of voluntary winding up by the members. The difference between a general motion and a special offer can be explained as follows:
(1) Decisions related to general and daily work are taken through the general resolution, whereas decisions related to emergency, important and administrative works are taken through the special resolution. whereas
(2) It is not necessary to explain the nature of the proposal in the notice of general motion, it is necessary to explain the nature of the motion in the notice of special motion.
(3) Ordinary motion requires 51% majority while special motion requires 75% majority.
(4) In case of general motion the Chairman can cast a casting vote, in case of special motion the Chairman does not have this right. special
(5) There is no need to register a general motion with the Registrar, it is necessary to get it registered with the Registrar within 30 days of the resolution being passed.
(3) Resolution Requirement Special Notice There are some such proposals under the Companies Act and Articles which do not take effect until the members are given special notice of their willingness to present them.
Special notice means 14 days clear notice. Day of sending the intimation within a period of 14 days
And the day of the meeting will not be included.
The company, after receiving the notice, will immediately send notice of the said motion to its members 7 days before the date of the meeting, in the same way as it sends the notice of the meeting and if this is not possible then 7 days before the date of the meeting. by giving an advertisement in such newspaper as is contained in the Articles of Association. A proposal containing special information is required in respect of the following subjects
(i) Proposal not to allow re-appointment of an outgoing auditor. (ii) the appointment of a person other than an outgoing auditor as an auditor (iii) the dismissal of a director before the expiry of his term, but
Appoint a person as director. (iv) to appoint another person as director in place of the retired director. (v) a proposal for the appointment of another person in place of a removed director.