bonus issue

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

31 March 2010 dear all,

a bonus issue has been made by a pvt ltd co. reg 96 and 97 is covered in the AOA of the co. the shares are to be issued to the directors of the co. who are the only shareholders of the company. the shares are issued out of free reserves of the company. if i am right, 3 resolutions are to be passed.
i)by the board calling for the meeting of shareholders.
ii) shareholders meeting to authorise the directors to make bonus issue.
iii) the directors board meeting making allotment of shares.
now, my query is,
i) will the shareholders meeting be an ordinary meeting or extra ordinary general meeting.
ii) what is is the difference between the 2 meeting.
iii)what is ordinary resolution and special resolution.

pls reply at the earliest.

Ankur Garg

Ankur Garg (Expert)
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31 March 2010 Your 3 resolution funda is absolutely correct.

You have to call an EGM for passing members resolution. However there is no diff between AGM and EGM from the resolution passing point of view. However AGM as u know is the annual meeting called once in a year. So if your AGM is not due in near future you may pass the resolution in the EGM and u do not have to wait untill AGM time approaches.

Regards

Ankur Garg

Ankur Garg (Expert)
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31 March 2010 Sorry i missed Distinction between SR and OR. Here it is:

The definition of SR & OR is given u/s 189.
Ordinary Resolution is required to be passed by simple majority. For example out 100 persons voting at least 51 persons should vote in favour of the resolution.

Remember 100 persons above does not include the persons who are not voting or disqualified or remain motual.

Special Resolution is passed when the vote cast in favour of the resolution is three times higher then the votes cast against the resolution.

Further a resolution is required to be registered with ROC via Form-23 only if it is required by Section 192 and not otherwise.

All the Best. For any query please revert.

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