Ordinary Resolution Under Companies Act, 2013

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Reading Time: 3 minutes| (Last Updated On: April 26, 2019)

Ordinary Resolution Under Companies Act, 2013

What is an Ordinary Resolution?

Act has been duly given and it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case may be, in favour of the resolution, including the casting vote, if any, of the Chairman, by members who, being entitled so to do, vote in 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.

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Matters Requiring Ordinary Resolution

  1. Change the name of Company pursuant to a direction for Registrar of Companies’s. 4(5)(ii)(b)(i)]
  2. Change the name of a company pursuant to directions of Central Government when identical or too nearly resembling the name of another company or a trademark’s. 16(1) (a) and (b)]
  3. An issue of equity shares with differential rights of Companies. 43(a) r/w r.4 (1)(b) of companies (share capital and Debentures) Rule 2014]
  4. Alternation of a capital clause of MoA in a company limited by shares. 61 (1) and Art. 35, 36 of Table F, Schedule I ]
  5. An issue of shares to employees under employee stock option scheme (for private companies. 62 r/w Notification No. G.S.R 464(E), issued on 5 June 2015 under s. 462 exempting private companies]
  6. An issue of bonus share [ s. 63]
  7. To invite deposits from its members [s. 73 (2)]
  8. Transaction of ordinary business at AGM (including a declaration of dividend, appointment of auditors [s. 102(2)]
  9. Appointment of first auditors at EGM when auditor not appointed within 30 days of incorporation [s. 139(6)]
  10. Ratification of the appointment of auditors to be passed every year during the tenure of the auditors [ proviso to s. 139(1) ]
  11. Approval of auditor appointed by Board following casual vacancy (except companies subject to audit by CAG) [s. 139(8)(i)]
  12. Ratification of remuneration of cost auditor appointed by board [s. 148(3) r/w r. 14 of Companies (Audit and Auditors) Rules, 2014]
  13. Appointment of director (except as expressly provided in the Act) in a general meeting [ s. 152(2) ]
  14. Authorising the Board to appoint an alternate director [s. 161(2)]
  15. Removal of the director before the expiry of his office (not applicable to the director appointed by Tribunal) [ s. 169(1) ]
  16. Permitting contribution s to charities and charitable funds where such contributions exceed five per cent. of the net profits [ s. 181, proviso ]
  17. Approval of related party transactions in certain cases [ s. 188 ]
  18. Approval of proposal for payment of compensation to a director for loss of office or as consideration for retirement from office or approval for non-case consideration to directors/ transferees in relation to an acquisition of assets [ s. 191 (1)(b)(iv) and s. 192 ]
  19. Appointment of MD/WTD/Manager and payment in accordance with Schedule V and s. 197 [s. 196(4) and Schedule V]

Authorising remuneration to WTD/MD/Manager exceeding 11% of net profits (after obtaining Central Government approval) [s. 197(1), proviso

  1. Authorising payment of commissioned as per section 197(1) to Non-Executive Directors [ s. 197(7) ]
  2. Voluntary winding up of a company following the expiry of a period of its existence as provided in articles [ s. 304(a) ]
  3. Appointment of company liquidator and filing casual vacancy in the office of Company Liquidator [ s. 310(1) and s. 311(4) ]
  4. Dissolution of a company after considering a report of the Company Liquidator [ s. 318(3) ]

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