1. Motions & RESOLUTIONS A resolution may be defined as “a formal declaration of the will or wishes of the company or directors.” The subject or the matter or the questions generally come for consideration at the general meetings of a company are presented in the form of proposals called MOTIONS ( i.e. the subject come for discussion in the meeting) A proposal may be made by the Chairman or any other member of the company with the permission of the chair. In the latter case it has to be Seconded. After the motion is seconded, it is placed before the meeting by the chairman. Discussions on the motion takes placed in the meeting. After the discussion the motion (proposal) will be put to VOTE by raising hands. It may either be carried or rejected. The Motion may be put to poll, if sufficient members demand. If the Motion is passed at the meeting it becomes a RESOLUTION

2. Kinds of RESOLUTIONS As per Companies Act, there are three kinds of resolutions: 1.Ordinary resolutions 2. Special resolutions 3. Resolutions requiring Special Notice. 1.Ordinary Resolution. A resolution which is passed by simple majority of votes cast by members personally or by proxy(where proxy is permitted) is called ORDINARY Resolution. A simple Majority means that the vote casts in favor of the resolution must exceed the vote cast against the resolution. * An ordinary resolution need not be filed with the Registrar unless it is concerned with change of Capital Clause of the Memorandum.

3. subjects or businesses for which an Ordinary resolution is required According to the Companies Act in order to transact following businesses an ordinary resolution is necessary: a) Ordinary Businesses 1. To Approve Accounts 2. To declare dividends 3. To appoint Directors in place of those retiring 4. To Appoint Auditors & fix their remuneration b)SPECIAL Businesses. 1. To Approve Statutory Report 2. To issue shares at a discount

4. 3) To issue bonus Shares 4) To Alter share capital of the Company by way of increase, subdivision, consolidation etc. 5) To borrow money in excess of the paid capital and free reserves of the Company. 6) any other business as per Articles. SPECIAL Resolution; A special resolution is one which is required to be passed by a three-fourths majority. This resolution is required to transact Special Business Resolution requiring Special Notice The Companies Act 1956 has introduced a new kind of resolution called a special resolution requiring special notice. This may be an ordinary or special resolution.. And not a third one.