Special and ordinar reso

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CS KINJAL SANGANI (Querist)
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25 April 2012 Hi,
what the diff. between special business and ordinary business and
special resolution and ordinary resolution.
Suppose if we pass an ordinar resol. as a special business in an agm of the appointment of whole time director with the highest salary, then is it necessary to file form 23 and then form 25c.or we pass it as an special resolution and then file a following forms, which one is perfect. please clear my doubt i am confused over here.Also, exactly when to file a form 23 for a special business or special resolution.

Ajay Mishra

Ajay Mishra (Expert)
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26 April 2012 Hi

In case of appointment of WTD there is no need to file Form-23 with ROC under section 192 and you can appoint him as special business with ordinary resolution, but you file Form-25C.

But if you are paying higher remuneration which is covered under schedule XIII Section II (B) (C), then you will pass special resolution and file Form 23 with ROC.

Regards

Ajay Mishra

Ajay Mishra (Expert)
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26 April 2012 Difference of SR and OR:

U/S 189 OF COMPANIES ACT,1956
(1) A resolution shall be an ordinary resolution when at a general meeting of which the notice required under this Act has been duly given, the votes cast (whether on a show of hands, 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, exceed the votes, if any, cast against the resolution by members so entitled and voting.
(2) A resolution shall be a special resolution when -
(a) the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution;
(b) the notice required under this Act has been duly given of the general meeting; and
(c) the votes cast in favour of the resolution (whether on a show of hands, or on a poll, as the case may be) by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy, are not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.

CS KINJAL SANGANI

CS KINJAL SANGANI (Querist)
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26 April 2012 Thanks for the reply, But I have doubt that
i am sure that whenever we call an egm we need to file a form 23 but when we call an agm the special business which are transacted and in it the ordinary resolution are passed then it is necessary to file a form 23 for that or when an special business is transacted and in that the special resolution is passed requires to file a form 23, please clarify.
also,please let me know that in a special business which kind of resolution is to be passed i.e. ordinary or special.

Ajay Mishra

Ajay Mishra (Expert)
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26 April 2012 In Special business u can pas both SR and OR, there is no restriction.

If u r appointing WTD and u are not paying remuneration u just call AGM pass an ordinary resolution and file Form-25C, no need to file 23 because Form-23 not required for WTD in case of OR.

Regards

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