Board resolutions are gone by the members of the corporate i.e., the individuals who include their names on the register of members of the corporate. These company resolutions are legally binding decisions made by the members (shareholders or guarantors) or directors of a Ltd.They’re required when formal decisions got to be made on matters beyond the scope of day-to-day business operations, like appointing or removing a director or altering the articles of association.
Under The Businesses Act 1956, There Are Two Sorts Of Resolutions. They Are:
Ordinary Resolution | Special Resolution
An ordinary resolution applies to a resolution adopted by an easy majority of members of the organization. On the opposite hand, a special resolution is an agreement, approved by a three-fourth majority of the business members.
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.
Matters Requiring Ordinary Resolution As Per Company Act 2013
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.