1.

Describe the different types of resolutions which company may pass in the suitable matters required for each type of resolution.

Answer»

A motion, with or without the amendments which is put to vote at a meeting and passed with the required quorum becomes resolution. Resolution may be classified into three types. They are: Ordinary resolution, Special resolution and resolution requiring special notice.

(i) Ordinary Resolution: An ordinary resolution is one which can be passed by a simple majority. 

Ordinary Resolution is required for the following matters:

  • To change or rectify the name of the company
  • To alter the share capital of the company 
  • To redeem the debentures 
  • To declare the dividends 
  • To appoint the directors

(ii) Special Resolution: A special resolution is the one which is passed by not less than 75% of majority. 

Special Resolution is required for the following matters:

  • To change the registered office of the company 
  • To alter the Articles of Association 
  • To commence any new business 
  • To appoint the auditor for the company

(iii) Resolution requiring Special Notice: There are certain matters specified in the Companies Act, 2013 which may be discussed at a general meeting only if a special notice is given at least 14 days before the meeting.

The following matters require special notice:

  • To remove a director before the expiry of his period 
  • To appoint a director in the place of a director so removed


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