THE MEETINGS OF THE COMPANY. — SPCC STD 12 Commerce — Question

Introduction: - When an issue or proposal is presented for discussion in the meeting, it is discussed after the members present in the meeting give their opinions or views. At the end of the meeting proposals, in the original form or with the increase in the majority, the majority when passed, it is referred to as a resolution.

• Ordinary Resolution: - Meaning: - "The resolution which is passed by a simple majority during a meeting is known as ordinary resolution.
• The Ordinary Resolution Means:

1. The Notice should be issued as per provisions of The Companies Laws.
2. The resolution should be passed by-show of hand, by vocal voting or by electronic machine voting.
3. If it is necessary the decision is taken after the vote of the chairman is cast.
4. The ordinary resolution may be passed by the voting of absent members by proxy vote or postal vote.
5. A resolution that has more than 51% of votes in favor is known as ordinary resolution. It is not compulsory to register such resolution with a Registrar.

• Objectives: The objectives of the ordinary resolutions are as under:

(1) To approve the annual accounts and reports of the directors of the company.
(2) For the change in the name of the company, with the prior permission from the Central Government.
(3) For amendments in terms and conditions of the agreements as notified in the prospectus.
(4) For the election of the members of the Directors of the company.
(5) For the declaration of recommended dividend.
(6) For the appointment of the auditor and to fix his remuneration.
(7) Reappointment of the retired directors.
(8) To select directors other than retired director.
(2) Special Resolution: - What is a special resolution?

• Special Resolution:

1. Notice should be issued to members as per the provisions of The Company Laws and Articles of Association.
2. A notice for ordinary resolution may include a special resolution, converted from an ordinary resolution. However a clarification has to be enclosed.
3. There should be a majority of 75% to pass special resolutions.
4. It is mandatory to register special resolution with the Registrar of the Company, or the concerned officer may have to face penal consequences.

• Objectives:

(l) For the change in the name or the purpose of the company with the permission of the Central Government.
(2) For the amendment in the Articles of Association of the company.
(3) For shifting the registered office of the company from one state to another.
(4) For the amendment in the Memorandum of Association of the Company, subject to the approval of a Tribunal.(5) The company which conducts works of public benefits, public welfare and is authorized by the Central Government to conduct such works can delete the word private/limited from the name of the company.
(6) For creation of reserve funds.
(7) For reduction in the share capital and for the change in the right of the share holders.
(8) To bestow a profitable post to a director of the company.
(9) For the appointment of an officer to examine the management of the company.
(10) To remove the Managing Director from the post.
(11) For passing a resolution for the winding up of the company by the order of tribunal.

• Conclusion: -Thus, the resolution includes the above two resolutions, which can be understood according to the two resolutions of the special resolution and the general resolution.