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problem area..................?

vikas gupta (c.a final....) (714 Points)

12 March 2011

In law ipcc i m nt able to distingush between ordinary resolution and special resolution......well difference is given in munish bhandari bk in law....bt if question comes i wnt be able to distinguish.....

Like declararion of dividend...whats that ordinary or special?

answer is ordinary resolution bt i hv learnt this....how to distinguish and recognise this?

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6 Replies

Sunshine (Helping All) (10575 Points)
Replied 12 March 2011

just learn the ordinary resolutions-- only a few...rest will be special resolutions...and try to follow Munish Bhandari only..that is enough fr PCC

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neha gupta (ca ) (188 Points)
Replied 12 March 2011

special resolution need 75% vote casting by member whereas ordinary resolution need only majority

Lalit Kumar (Vice President ) (2213 Points)
Replied 12 March 2011

Ordinary resolution oly few like Declaration of Dividend, Adoption of Accounts, Reappointment of Auditor, Reappointment of director.. the above 4 are the Ordinary items in every AGM.. Apart from it any special event like appointment of Addnl Director, Appt of another auditor etc requires Spl resolution

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Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 13 March 2011

Originally posted by : LKR ~ A CA in Making!!
	Ordinary resolution oly few like Declaration of Dividend, Adoption of Accounts, Reappointment of Auditor, Reappointment of director.. the above 4 are the Ordinary items in every AGM.. Apart from it any special event like appointment of Addnl Director, Appt of another auditor etc requires Spl resolution

My friend you are talking about ordinary business and special business and Viru needs difference between ordinary resolution and Special Resolution

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Manmohan ACA, CS (Chartered Accountant ) (14243 Points)
Replied 13 March 2011

Ordinary resolution vs special resolution

An ordinary resolution required consent by more then 50% (i.e. more then half) of the member present.

But a special resolution required consent

· by 75% or

· by more then 75% ( i.e. 3/4^th or more then ¾ ) of the member present

Considering you are a IPCC student (Sec 1 to 197 is included in your curriculum) Some important sanctions requiring ordinary resolution are as follows—

Section No.	Details
22(1)(a)	Rectify name of company with approval of Central Government
61	Vary terms of contract referred to in prospectus or statement in lieu of prospectus.
79(2)	Issue shares at discount subject to sanction of CLB
81(1A)(b)	Issue further shares without making rights issue with approval of Central Government.
86(a)(ii)	Issue of shares with differential voting rights as to voting or dividend or otherwise. (postal ballot required in case of listed companies).
94(2)	Alter company’s share capital, if authorised by articles.
98	Increase nominal capital by an unlimited company.
121(1)	Reissue redeemed debentures.
149(2B)	Commencement of new Business with approval of Central Government.
165	Adopt statutory report.
173 and Article 85 of table A

Some important sanctions requiring special resolution are as follows -

Section No.	Details
17 and 17A	Alter object clause, name of company, registered office to other State. Change to other State requires confirmation of Central Government (postal ballot required in case of listed companies). Change within the State but under jurisdiction of different ROC requires permission of RD u/s 17A – see 146(2))
21	Change name of Company, subject to approval of Central Government.
25(3)	To omit the name 'Limited' or 'Private Limited' in case of licensed company.
31(1)	Alter Articles of Association (postal ballot required in case of listed companies for insertion of provisions relating to private company).
77A	Buy back of securities (postal ballot required in case of listed companies, if in excess of 10% of total paid up capital in a year).
79A	Issue of sweat equity shares (postal ballot required in case of listed companies).
81(1A) and 81(3	Offer further shares to persons other than existing members (i.e. not to make a rights issue)
81(3)	Convert loans or debentures into shares, if approved before issue of debentures or raising of loans.
99	To determine that any portion of share capital shall not be called up except in winding up.
100(1)	Reduction in share capital (subject to confirmation by Court)
106	Varying rights of holders of class of shares (postal ballot required in case of listed companies for variation of rights attached to class of shares or debentures or other securities).
146(2)	Remove registered office out of city limits, but within the State (postal ballot required in case of listed companies).
149(2A)(b)	To commence new business.
163(1)	Keep statutory registers at any place within city / town other than the registered office.

In addition, in some cases, approval of Central Government, Court or CLB is required special resolution .

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Y@$#u (ipcc group 2, article) (683 Points)
Replied 16 March 2011

Originally posted by : Manmohan
	Ordinary resolution vs special resolution 1. An ordinary resolution required consent by more then 50% (i.e. more then half) of the member present. But a special resolution required consent · by 75% or · by more then 75% ( i.e. 3/4th or more then ¾ ) of the member present 2. Considering you are a IPCC student (Sec 1 to 197 is included in your curriculum) Some important sanctions requiring ordinary resolution are as follows— Section No. Details 22(1)(a) Rectify name of company with approval of Central Government 61 Vary terms of contract referred to in prospectus or statement in lieu of prospectus. 79(2) Issue shares at discount subject to sanction of CLB 81(1A)(b) Issue further shares without making rights issue with approval of Central Government. 86(a)(ii) Issue of shares with differential voting rights as to voting or dividend or otherwise. (postal ballot required in case of listed companies). 94(2) Alter company’s share capital, if authorised by articles. 98 Increase nominal capital by an unlimited company. 121(1) Reissue redeemed debentures. 149(2B) Commencement of new Business with approval of Central Government. 165 Adopt statutory report. 173 and Article 85 of table A Some important sanctions requiring special resolution are as follows - Section No. Details 17 and 17A Alter object clause, name of company, registered office to other State. Change to other State requires confirmation of Central Government (postal ballot required in case of listed companies). Change within the State but under jurisdiction of different ROC requires permission of RD u/s 17A – see 146(2)) 21 Change name of Company, subject to approval of Central Government. 25(3) To omit the name 'Limited' or 'Private Limited' in case of licensed company. 31(1) Alter Articles of Association (postal ballot required in case of listed companies for insertion of provisions relating to private company). 77A Buy back of securities (postal ballot required in case of listed companies, if in excess of 10% of total paid up capital in a year). 79A Issue of sweat equity shares (postal ballot required in case of listed companies). 81(1A) and 81(3 Offer further shares to persons other than existing members (i.e. not to make a rights issue) 81(3) Convert loans or debentures into shares, if approved before issue of debentures or raising of loans. 99 To determine that any portion of share capital shall not be called up except in winding up. 100(1) Reduction in share capital (subject to confirmation by Court) 106 Varying rights of holders of class of shares (postal ballot required in case of listed companies for variation of rights attached to class of shares or debentures or other securities). 146(2) Remove registered office out of city limits, but within the State (postal ballot required in case of listed companies). 149(2A)(b) To commence new business. 163(1) Keep statutory registers at any place within city / town other than the registered office. In addition, in some cases, approval of Central Government, Court or CLB is required special resolution .