What are the provisions of companies act with respect to resolutions?
Provisions of Companies Act with respect to Resolutions
- Definition of Resolution: A resolution is a formal decision taken by the members of a company at a meeting convened for the purpose of taking such a decision.
- Types of Resolutions: Companies Act provides for two types of resolutions:
- Ordinary Resolution: This type of resolution requires a simple majority of votes cast by the members present and voting at the meeting.
- Special Resolution: This type of resolution requires a majority of at least three-fourths of the votes cast by the members present and voting at the meeting.
- Preparation and Circulation of Resolutions: The notice calling a meeting of the members of a company must contain the text of the resolution proposed to be passed at the meeting. The resolution along with the explanatory statement must be sent to all the members of the company at least 21 days before the meeting.
- Procedure for Passing Resolutions: The procedure for passing resolutions is as follows:
- A resolution must be proposed by a member and seconded by another member.
- The chairman of the meeting must ask the members to vote on the resolution.
- The votes must be counted and the chairman must announce the result of the vote.
- The minutes of the meeting must record the text of the resolution, the number of votes cast for and against the resolution and the result of the vote.
- Resolutions Requiring Special Notice: Certain resolutions require special notice to be given to the company before they can be passed. Such resolutions include those for the removal of a director, auditor or manager, and those for the appointment of a new auditor.
- Resolutions by Circulation: Certain resolutions may be passed by circulation instead of at a meeting. The resolution along with the necessary papers must be sent to all the members of the company and the resolution is deemed to have been passed if it is approved by a majority of the members who have responded within the specified time.
What are the provisions of companies act with respect to resolutions?
Respect to resolution copy of every resolution or any agreement, in respect of matters specified in sub-section (3) of Sec 117 together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed Note: 1 Rule 24the Companies(Management and administration) Rules, 2014 copy of every resolution or any agreement required to be filed, together with the explanatory statement under section 102, if any, shall be filed with the Registrar in Form No. MGT 14 along with the feeNote: 2 Proviso to Section 117 (1)Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3)shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.sub-section (3) of Sec 117 The provisions of this section shall apply to— (a) special resolutions;(b) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions; (c) any resolution of the Board of Directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director; (d) resolutions or agreements which have been agreed to by any class of members but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by a specified majority or otherwise in some particular manner; and all resolutions or agreements which effectively bind such class of members though not agreed to by all those members; etc.