Hello All,
Mere fact that transaction is ordinary course and arms’ length can save a transaction for being categorized under 'purpose and effect' under RPT?
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arms
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Hello Professionals
Whether borrowings and/or creation of security, based on the basis of
ordinary Resolution under section 293 of the Companies Act, 1956 are valid.
under
resolution
section
companies
valid
ordinary
basis
andor
borrowings
Hello Professionals!
Whether borrowings and/or creation of security, based on the basis of
ordinary Resolution under section 293 of the Companies Act, 1956 are valid?
under
resolution
section
companies
valid
ordinary
basis
andor
borrowings
Who can convene an extraordinary general meeting?
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Hello professionals
Explain about the provisions for Extra ordinary General Meetings of a Company?
As per the Secretarial Standard 2, serial no. shall be given to each extra-ordinary general meeting held by the company after the secretarial standards came into force from 1st July, 2015. Annual General Meetings shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated, whereas other General Meetings may be held at any place within India.
Explanation to Rule 18 of the Companies (Management and Administration) Rules, 2014, prescribes that the Extra-Ordinary General Meeting should be held at a place within India. Thus, an Extra-Ordinary General Meeting should be held only in India though not necessarily within the city, town or village in which the Registered Office of the company is situated.
However, Clause 27 of the Companies (Amendment) Bill, 2016 seeks to amend sub-section (1) of section 100 of the Companies Act, 2013 to allow the wholly owned subsidiary of company incorporated outside India to hold its extra ordinary general meeting outside India. As per Clause 27, in section 100 of the principal Act, in sub-section (1), the following proviso shall be inserted, namely:—
"Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India."
As per Sec 122(3) of the Companies Act, 2013 any business which
is required to be transacted at AGM or other general meetings of OPC
by means of an ordinary or special resolution, it shall be sufficient if,
in case of OPC, the resolution is communicated by the member to the
company and entered in the minutes book and signed and dated by the
member and such date shall be deemed to be the date of the meeting
for all the purposes of the Companies Act, 2013.
Please confirm
resolutions
general
meetings
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pertaining
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there
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 ?
Dear Members,
I hope everyone is doing well.
Can members of the company give up their right of receiving EGM Notices as a part of mutual understanding between the Company and Members for certain businesses?
I request you all to share your valuable opinions and suggestions with a legal reference.
Whether minutes of meetings of extra-ordinary general meetings should be given serial no.? Can an extra-ordinary general meeting be conducted anywhere inside or outside India?
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It is necessary to first understand the meaning of Ordinary resolution.
As per Section 114 (1) of the 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 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 or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting.
In simple terms, it means votes in favour shall be more than 50% votes cast against any resolution.
Special resolution is defined under Section 114 (2) of the Companies Act, 2013 ad: (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; and
(c) the votes cast in favour of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.
In simple terms, it means votes in favour shall be more than 75% votes cast against any resolution.
However, it is necessary to note that this distinction of ordinary and special resolution is applicable only in General Meetings, ie.; Annual General Meeting or Extra-ordinary General Meeting and not Board Meetings.
In case of Board Meetings, the words used are simple majority, which means that the votes cast in favour shall exceed the votes cast against a resolution.
In essence, it resembles and equates to ordinary resolution. Since the Act doesn’t use the term ordinary or special resolution for Board Resolutions, we cannot use the ordinary resolution passed at a Board Meeting. We therefore always say that the resolution at the Board Meeting were passed by requisite majority or unanimously (as the case maybe).
The Board resolution can be passed by simple majority.
Hope i am right ?
understanding
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Dear All Suppose there is a company XYZ Pvt Ltd having 6 members as follows Mr. A having 50% of capital Mr. B having 10% Mr. C having 10% Mr. D having 10% Mr. E having 10% Mr. F having 10% now company wants to pass an ordinary resolution in a meeting in which Mr. A is absent and others are present. Is this possible?? as Mr. A is having majority of shares?? Please help.
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