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.
Required list of actions for which ordinary resolution is required to be adopted ?
Hello All,
The Company held its AGM on 31/12/2020 but could not adopt the annual accounts due to unavailability of Directors and the CA also did not take the UDIN for the same.Hence ,MGT7 was filed ,but AOC4 was not filed.The Auditor can take UDIN only in the current date for B/S as on 31/03/2020.
Can someone please guide as to whether we need to file provisional unadopted accounts AOC 4 first and then in current date file the audited B/s again AOC 4.
Requesting to please suggest if there are any other ways in which the non compliance can be rectified.
Hello,
If a company files un adopted/provisional /unaudited financial statements with ROC for AGM held on 31-12-2020 and adjourns the AGM and adopts the audited financial statements again in the adjourned AGM held on 26th February 2021. and again files the documents with ROC, will it be ok? As per my view there is AGM violation of holding AGM beyond 31-12-2020 i.e. extended date. others views are solicited.
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Hello Friends !
Has anyone filed provisional un-adopted financial statements?
Kindly guide do we need to attach Board Report in AOC-4 for the same or anyone having draft documents, please share the same.
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Hello Members,
Do we need to compulsorily adopt new AOA and MOA as per the Companies Act, 2013?
As many companies are formed as per Companies Act, 1956 and even they don't wish to change their constitution then in this case what should I do?
Dear All,
Please guide what is best way for a company which is doing regular business and in 2019 they have appointed new director's, but this company has not yet adopted new AOA as per Companies Act 2013, is it ok to continue activities (director appointment, share transfer etc.) without updating AOA or we need to change AOA on immediate basis.
Also if I update AOA now, what will be the consequences on appointment made last year.
Please guide
Dear all,
Can any body share Board resolution format for adoption of accounts of wholly owned foreign subsidy as per new companies act for filing APR to AD
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Members I am struck with a problem..
One Foreign co. Have 3 directors,
1. Indian
2. Foreigner
3. Indian but had a dispute and left the company in june 2017.
Now the issue is..
1. Filing for Resignation of director was not done
2. Annual filing 2017-18 not done
3. INC 22A not filied.
Now for filing INC 22A i need to file 2017-18 financials but i dont have quorum for adoption of account.. What to do?
Please help.. I am really struck with this issue
Which are the different type of companies required to adopt vigil mechanism?
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Can a private limited company adopt consolidated provisional balance sheet in the AGM signed by the director but not signed by the auditors
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Whether every company is required to alter its Articles of Association and Memorandum of Association as per the new format under the Companies Act, 2013 ?
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I have one doubt If a holding co has entered into SPA with other foreign co Is there any restriction if subsidiary co adopts the provisions which are mentioned in the SPA So is it mandatory for subsidiary to have the Articles in consonance of holding co Is there any Circular regarding the same. Thanks
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