Board Resolution

As per the provisions of Section 114 (1) of the businesses Act 2013, “A resolution shall be a standard resolution if the notice required under this Act has been duly given and it’s required to be gone by the votes cast, whether on a show of hands, or electronically or on a poll, because the case could also be , in favor of the resolution, including the vote , if any, of the Chairman, by members who, being entitled so to try to to , choose 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.”

In other words, the resolutions which are passed at a general meeting by an easy majority are called ordinary resolutions, i.e., where the votes cast for the resolution is quite the votes cast against the resolution.

1. Where Registrar direct to vary the name of the corporate within 3 months.
2. Where Central Government direct to vary the name of the corporate within 3/6 months.
3. Alteration of Memorandum of Association (Increase /Consolidate/ sub-divide/ convert/ cancellation of Share Capital).
4. Capitalization of Company profit or Reserves to issue fully paid bonus shares.
5. Unlimited company to supply for reserve share capital on conversion into a Ltd. .
6. Accepting deposits from the general public .
7. Ordinary Business transacted at Annual General Meeting only.
8. Fixing of Remuneration of accountant .
9. Appointment of Alternate Director.
10. Removal of Director before the expiry of the term except Director appointed by Company Law Tribunal/ Board.
11. Contribution to public trust in more than 5 you look after its Average net income for 3 immediately preceding financial years.
12. Restricted Noncash transactions involving Directors require the approval of shareholders.
13. Appointment of director , Whole Time Director, a Manager, subjected to provision of Section 197.
14. Remuneration to be paid to the administrators .
15. just in case of Voluntary aroused of Company.
16. Appointment of Official Liquidator and fixing his Remuneration.
17. To fill Casual Vacancy in office of Official Liquidator caused by way of Death, Resign or Removal.
18. Official Liquidator call General Meeting to urge the sanction of the corporate .
19. Approval of report of Official Liquidator by Shareholders for approval.

As Per The Provisions Of Section 114 (2) Of The Businesses Act 2013, A Resolution Shall Be A Special Resolution When:

The intention to propose the resolution as a special resolution has been duly laid out in the notice calling the overall meeting or other intimation was given to the members of the resolution;

The notice required under this Act has been duly given; and

The votes cast in favor of the resolution, whether on a show of hands or electronically or on a poll, because the case could also be , by members who, being entitled so to try to to , choose person or by proxy or by a postal ballot, are required to be not but 3 times the amount of the votes, if any, cast against the resolution by members so entitled and voting.

Therefore, generally , Special Resolution may be a resolution during which the votes cast in favor of the resolution must be 3 times above the votes cast against it. There are certain things, which may be done by the corporate as long as a special resolution is affirmed at the duly constituted general meeting. The notice of the overall meeting should be duly given to the members, and therefore the notice should contain the intention to purpose the resolution as Special Resolution to be mentioned specifically.

1. Alteration of Article of Association while converting from Private Limited to Public Limited and the other way around .
2. to vary the Registered office of the corporate outside the Local limits of the town , town, or village.
3. For Alteration of Memorandum of Association of the corporate .
4. For Alteration of Article of Association of the corporate .
5. Change within the Object Clause of Memorandum of Association of the corporate .
6. To issue Global Depository Receipt in any Foreign Country.
7. Issue of equity Shares (Except this share can’t be issued at discount).
8. For issuing further shares to Employees of the corporate under the scheme of Employee option Plan & to work out the terms of issuing Debentures convertible into shares.
9. Reduction of Share Capital.
10. Buy-Back of Shares.
11. To issue Debenture convertible into shares, wholly or partly.
12. Removal of Auditor appointed U/s 139 before expiry of his term and after approval of Central Government.
13. Appointment of quite 15 Directors.
14. Reappointment of Independent Director for an extra period of 5 years.
15. Member of the corporate may by Special Resolution specify any lesser number of Companies during which a Director of the corporate may act as Director.
16. Restriction on power of Board, Loans and Investment by the corporate .
17. Appointment of persons aged 70 years or more as director , Whole Time Director or Manager.
18. To pay Remuneration to Directors in more than Schedule V.
19. to use to Central Government for conduction Investigate the affairs of the corporate .
20. to use to Serious Fraud Investigation Office for conduction Investigate the affairs of the corporate .
21. to form an application to Registrar for Striking off the name of Company.
22. Approval of Scheme of Merger and Amalgamation.
23. completing of Company by Tribunal, For Voluntary completing of Company.
24. Official Liquidator call General Meeting to urge the sanction of the corporate .
25. To grant power to Official Liquidator to simply accept Shares ets as Consideration purchasable of Property of the corporate .
26. Company Liquidator to exercise certain powers subject to sanction by Special Resolution and Prior approval of Tribunal.
27. For Adoption of Table F in Schedule I (Article of Association)