DEPARTMENT OF TECHNICAL EDUCATION

ANDHRA PRADESH
Name : N. Ramachandra Reddy
Designation : Head of CCP
Branch : DCCP
Institute : G.P.W; Warangal
Year/Semester : DCCP I YEAR
Subject Code : 104
Topic : Raising the Capital for Joint Stock
Company
Duration : 50 Mts
Sub Topic : Types of Resolutions
Teaching Aids : PPT, Pictures, Animations

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Objectives
On completion of this period, the student will be able to
know

 Different types of Resolutions.

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Recap
 The document informing the date, time, place and
business to be taken up of a Meeting is called
Notice
 A General Meeting of a company can be convened
by giving not less than 21 days notice in writing
 Agenda is a statement of the of the business to be
transacted in a meeting
 Quorum is the minimum number of members to be
present for conducting a meeting
 The Minutes of a Meeting are the permanent written
record of the proceedings at a record

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Resolutions :

 The business done at company meetings will be

in the form of resolutions
 The business matter is proposed in the form of
motions.
 The motion must be proposed by the chairman or
any shareholder
 It must be recorded by another shareholder
 Then the motion will come before the members
for discussion
 After debate the motion will be put to voting

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 If it gets requisite majority it becomes a Resolution
 The resolutions are recorded in the shape of minutes in
the Minutes Book
 Hence, it may be said that a resolution is a decision of
the meeting

 TYPES OF RESOLUTIONS:

 There are three types of Resolutions under the Indian

Companies Act. 1956.

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TYPES OF RESOLUTIONS:

There are three types of Resolutions under

The Indian Companies Act. 1956

 They are:

 1. Ordinary Resolutions

 2.Special Resolutions

 3. Resolutions requiring Special Notice

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1. Ordinary Resolution :

 A resolution which is passed by a simple majority of

votes is called an ordinary resolution
 This majority can be obtained either by show of hands
or by poll.
 The ordinary resolutions are to be passed with simple
majority with the members attending the meeting and
fulfilling the minimum strength
 The votes may be cast by members in person or by
proxy

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Matters Decided By Ordinary
Resolutions
Some of the matters which can be decided by an ordinary
resolution are :
A. Election of Directors
B. Adoption of Directors report, Auditors Report, Profit
and Loss account, Balance Sheet.
C. Approval of Statutory Report at Statutory Meeting.
D. Appointment of Auditors, Managing Director.
E. Removal of Directors
F. Issue of share capital.
G. Declaration of Dividend.

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 Special Resolution :
A resolution is a special resolution if it is passed by a
majority of 3/4ths of the members who are entitled
to vote.
The following are the features of special resolutions
1. A resolution should be within the scope of
meeting.
2. A notice of not less than 21 days must be given to
all the members.
3. The matters to be discussed should be informed to
the members.

4. The number of votes cast for the motion should be

three times more than the votes cast against.
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 A copy of special resolution passed at a
meeting should be filed with the Registrar
within 30 days of it being passed.

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Special resolution is necessary for the following
purposes.

A. To change the name of company.

B. To alter the objects of company.
C. To alter Articles of the company.
D. To reduce share capital.

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Special resolution is necessary for the following
purposes.
E.To appoint inspectors to investigate the affairs of the
company.
F. To wind up the company voluntarily.
G. To pay interest out of capital during the period of
construction.
H. To allow a Director to hold an office of profit under the
company.
I. To convert any portion of the uncalled capital into
Reserve Capital.
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Resolution requiring Special Notice :

 This type of resolution was introduced by Indian

Companies Act, 1956
 This resolution has two aspects
1. Member intending to move any resolution at any
general meeting, should give 14 days notice to the
company and
2. The company in its turn must give to the members
a notice of not less than 7 days before the meeting.

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A resolution requiring special notice is necessary for
the following matters.
A. To appoint an auditor other than the retiring auditor.
B. To remove a director before expiry of his period.
C. To appoint a director in place of one who is
removed.
D. To resolve that retiring auditor shall not be
appointed again.
E. To resolve that a director retiring by rotation is not
eligible for re-election.

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Summary

 The business done at company meetings will be in

the form of resolutions
 A resolution is a decision of the meeting
 There are three types of Resolutions
 A resolution which is passed by a simple majority of
votes is called an Ordinary Resolution
 A resolution which is passed by 3/4ths of the
members is known as Special Resolution

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Quiz

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1. A resolution which is passed by 3/4th majority is called

A. Ordinary Resolution.

B. Special Resolution.

C. Resolution requiring
special notice.

D. None of the above.

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2. A resolution which is accepted by simple majority is
called

A. Special Resolution.

B. Resolution requiring special notice.

C. Ordinary Resolution.

D. None of the above.

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Frequently asked questions

1. Explain different types of Resolution passed in a

meeting of the shareholders.

2. Write short notes on,

A. Ordinary Resolution.
B. Special Resolution.

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Assignment

1. Explain different kinds of Resolutions passed at a

meeting of company and circumstances
Necessitating them.

2. What are the different types of Resolutions which

may be passed in meetings of shareholders.

3. Write short notes on the following

A. Special Resolution.
B. Resolution requiring special notice.

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