CA Kapil Goel
As per Section 114(1) of Companies Act 2013 : “A resolution shall be an ordinary resolution if the notice required under this Act has been duly given and it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case may be, in favor 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 or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting. “
In simple words, an ordinary resolution is a resolution passed by the shareholders of a company by a simple majority of more than 50% of the votes.
An ordinary resolution is the most common method by which a corporate entity conducts its business or the Board of directors seeks shareholder approval of its actions.
Given below is the list of actions for which ordinary resolution is required to be adopted :-
|1.||For change in name after reservation by furnishing wrong or incorrect information.||Where after reservation of name it is found that name was applied by furnishing wrong or incorrect information, then, if the company has been incorporated, the Registrar may, after giving the company an opportunity of being heard direct the company to change its name within a period of 3 months, after passing an ordinary resolution.|
|2.||For change in name, when the name registered is identical with a already registered company||Where through inadvertence or otherwise, a company on its first registration or on its registration by a new name, is registered by a name which in the opinion of the Central Government, is identical with or too nearly resembles the name by which a company in existence had been previously registered, whether under this Act or any previous company law, it may direct the company to change its name within a period of 3 months, after adopting an ordinary resolution.|
|3.||For change in Name, when registered proprietor of Trademark claims that the name is identical with or too nearly resembles to a registered trade mark of such proprietor||Where through inadvertence or otherwise, a company on its first registration or on its registration by a new name, is registered by a name which is identical with or too nearly resembles to a registered trade mark of such proprietor under the Trade Marks Act, 1999, made to the Central Government within three years of incorporation or registration or change of name of the company, whether under this Act or any previous company law, it may direct the company to change its name within a period of 6 months, after adopting an ordinary resolution.|
|4.||For removal of directors||A company may, by ordinary resolution, remove a director, not being a director appointed by the Tribunal under section 242, before the expiry of the period of his office after giving him a reasonable opportunity of being heard.|
|5.||For issue of preference shares on the terms that they are to be redeemed||Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of the shares may, by special resolution, determine.|
|6.||For alteration in share capital||
The company may by adopting ordinary resolution
– increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution.
– consolidate and divide all or any of its share capital into shares of larger amount than its existing shares
– convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination
– sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum
– cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.
|7.||For appointing Directors||Where any director is to be appointed by the company.|
|8.||For appointment of Additional Directors||Where the Board of Directors of a company has to appoint any person as an additional director at any time to hold office up to the date of the next AGM.|
|9.||For appointment of Alternate Directors||Where the Board of Directors of a company has to appoint a person to act as an alternate director for a director during his absence for a period of not less than 3 months from India, in a case where such an act is not authorized by its Articles, subject to the provisos mentioned in Section 161(2).|
|10.||For acceptance of Deposits from its members||Where a company accepts deposits from its members subject to rules as may be prescribed in consultation with the RBI and fulfillment of certain other conditions as enumerated in Section 73(2).|
|11.||For capitalizing Profit or reservation of the same for issuing fully paid-up bonus shares.||Where a company capitalize its profits or reserves for the purpose of issuing fully paid-up bonus shares to its members u/s 63(1) an ordinary resolution will be adopted.|
|12.||For approval of appointment of auditor on casual vacancy created after resignation of previous auditor||
Where any casual vacancy is made after the resignation of the company’s auditor.
For this purpose, a general meeting has to be convened within 3 months of the recommendation of the Board on appointment of auditor and such auditor shall hold the office till the conclusion of the next AGM held. This requirement is, however, not applicable for companies whose accounts are subject to audit by CAG.
|13.||For fixing remuneration of the Auditor||Where the remuneration of the auditor is to be fixed, an ordinary resolution is required.|
|14.||For Contribution to bona fide charitable and other funds||When the Board has to make contribution to bona fide charitable and other funds of such an amount the aggregate of which, in any financial year, exceed 5% of its average net profits for the immediately preceding three financial years.|
|15.||For Payment of remuneration exceeding 11% of net profits to the directors, in case of a public company||Where the total managerial remuneration payable by a public limited company, to its directors and its managers in respect of any financial year is to be increased beyond 11% of the net profits of that company for that financial year with the approval of the Central Government.|
|16.||For Payment of remuneration exceeding 5% to any one managing director, whole-time director or manager, in case of a public limited company||Where the remuneration payable to any one managing director, whole-time director or manager of a public limited company is to be increased beyond 5% of the net profits of that company.|
|17.||Payment of remuneration beyond a certain limit to any director of a public limited company who is neither Managing Director nor whole-time director||
– Where the remuneration payable to any director of a public limited company, having managing or whole-time director or manager, is to be increased beyond 1% of the net profits of that company
– Where the remuneration payable to any such director of a public limited company, without any managing or whole-time director or manager, is to be increased beyond 3% of the net profits of that company.
|18.||For voluntary Winding Up||Where a company is to be wound up voluntarily as a result of the expiry of the period for its duration fixed by its articles or on the occurrence of any event in respect of which the articles provide that the company should be dissolved.|
|19.||For appointment of Company Liquidator||Where a Company is required to appoint a Company Liquidator from the panel prepared by the Central Government for the purpose of winding up its affairs and distributing the assets of the company and recommend the fee to be paid to the Company Liquidator.|
|20.||For appointment of Committee to supervise voluntary liquidation||When there are no creditors and the company has to appoint a committee to supervise the voluntary liquidation and assist the Company Liquidator in discharging his or its functions, an ordinary resolution is to be passed.|
|21.||For laying of final winding up accounts||Where the affairs of a company are fully wound up, and the Company Liquidator has to lay the final winding up accounts, an ordinary resolution will be passed for this purpose.|