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AGM resolution

GURVINDER SINGH (ACCOUNTS MANAGER) (231 Points)

07 September 2010

What is the diffrence between SPECIAL RESOLUTION and ORDINARY RESOLUTION passed for appointment of auditors at general meeting of a company? (relates to company law)

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 07 September 2010

Unanimously approval means resolution passed by all the members present in the meeting and voting. Following section requires Unanimously approval of Board members:

1. 372A

2. 316

3. 386

For Special and Ordinary Resolution definition kindly refer section 189.

Special resolution means 75% of the members present in the meeting and voting.

Ordinary resolution means simple majority in favour of the resolution.

Regards

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 07 September 2010

APPOINTMENT OF AUDITORS

Section 224 governs the appointment of auditors. The auditors are to be appointed by the shareholders of the company in an annual general meeting by passing an ordinary resolution.

Kindly note appointment of Statutory under section 224(1) is an ordinary business read with Section 173 of the Companies Act, 1956.

However, special resolution is required to be passed when section 224A comes into play. Kindly refer section 224A below:

224A. Auditor not to be appointed except with the approval of the company by special resolution in certain cases

224A. Auditor not to be appointed except with the approval of the company by special resolution in certain cases.-

(1) In the case of a company in which not less than twenty-five per cent of the subscribed share capital is held, whether singly or in any combination, by-

(a) a public financial institution or a Government company or Central Government or any State Government, or

(b) any financial or other institution established by any Provincial or State Act in which a State Government holds not less than fifty-one per cent of the subscribed share capital, or

(c) a nationalised bank or an insurance company carrying on general insurance business,

the appointment or re-appointment at each annual general meeting of an auditor or auditors shall be made by a special resolution.

(2) Where any company referred to in sub-section (1) omits or fails to pass at its annual general meeting any special resolution appointing an auditor or auditors, it shall be deemed that no auditor or auditors had been appointed by the company at its annual general meeting, and thereupon the provisions of sub-section (3) of section 224 shall become applicable in relation to such company.

Explanation.-For the purposes of this section,-

(a) "general insurance business" has the meaning assigned to it in the General Insurance (Emergency Provisions) Act, 1971 (17 of 1971);

(b) "nationalised bank" means a corresponding new bank as defined in the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 (5 of 1970) or in the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 (10 of 1980)].