Shareholders approval in case of private company

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pankaj (Querist)

15 December 2012 matters for which shareholders approval required in context of 100% majority, 75%, 2/3rd & simple majority.

Plz reply as soon as possible...

Ajay Mishra

Ajay Mishra (Expert)

15 December 2012 Hi

In case of calling of AGM on shorter notice 100% shareholder voting consent required.
In case of general meeting 95% voting required.

ORDINARY RESOLUTIONS

Section 189(1) of the Act, provides that most of the matters, which require the approval of the members, may be approved by them by an ordinary resolution. A resolution is deemed to have been passed as an ordinary resolution if it is approved by the members at the general meeting by a majority. In other words, the votes cast in favour of the resolution should be more than the votes cast against, if any.
It is not mandatory for inclusion of the text of an ordinary resolution in the notice sent to members, but the notice required for convening a general meeting, shall be duly complied with.
A resolution duly passed unanimously cannot be questioned on the ground that meeting was not adequately represented.

Ajay Mishra

Ajay Mishra (Expert)

15 December 2012 SPECIAL RESOLUTIONS
Section 189(2) of the Act, provides that certain matters are deemed to have been passed at a general meeting as a special resolution only, if the votes cast in favour are at least three times the number of votes cast against the resolution, if any.
A special resolution passed at a meeting attended only by the shareholders who were in arrears in respect of calls, has no legal effect
The resolution shall be a special resolution if it fulfills the following conditions:—
(a) The intention to move the resolution as 'special resolution' is specified in the notice for the meetings.
(b) The text of the special resolution alongwith explanatory statement shall be given in the notice.
(c) The required notice for convening the meeting has been given as provided under the Act.
(d) The votes cast in favour of the resolution are at least three times the votes cast against, if any.

olution and to be passed and where an article of the articles of association of the company contemplates increase in the number of directors by special resolution in general meeting, a special resolution should be passed for appointment of directors, and where it is not complied with, the appointment of director is not valid. [V.G. Balasundaram v. New Theatres Carnatic Talkies (P.) Ltd. [1993] 77 Comp. Cas. 324 (Mad.)]

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