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Unit 12: Company Meetings and Proceedings

of hands, or on poll, as the case may be), in favour of the resolution (including the casting vote, Notes
if any, of the chairman) by members who, being entitled to do so, vote in person or where
proxies are allowed, by proxy, exceed the votes, if any, cast against the resolution by members
so entitled and voting.”
All matters which are not required either by the Act or the company’s Articles to be done by a
special resolution can be done by means of an ordinary resolution. Some of the cases in which
only ordinary resolution is required are: alteration of authorised capital, declaration of dividend,
appointment of auditors, election of directors.

12.6.2 Special Resolution [s.189 (2)]

A resolution is a special resolution in regard to which: (a) the intention to propose the resolution
as a special resolution has been specifically mentioned in the notice calling the general meeting;
(b) 21 days notice has been duly given for calling the meeting; (c) the number of votes cast in
favour of the resolution is three times the number cast against it.
Some of the cases in which a special resolution is necessary: alteration of objects clause; change
of registered office from one State to another; alteration of the Articles; changes in the name of
the company; reduction of share capital.

12.6.3 Resolution Requiring Special Notice (s.190)

Some resolutions require special notice. The object of special notice is to give the members
sufficient time to consider the proposed resolution and also to give the Board of directors an
opportunity to indicate views, on the resolution if it is not proposed by them but by some other
shareholders. Under this, a notice of intention to move the resolution should be given to the
company not less than 14 days before the date of the meeting at which it is proposed to be
moved. The company in turn must immediately give notice by advertisement in a newspaper or
in any other mode allowed by the Articles, but not less than seven days before the meeting.
Some of the cases in which a special notice is necessary are: appointing an auditor, a person other
than a retiring auditor; moving a resolution that a retiring auditor will not be re-appointed;
removing a director before his term expires.

Section 192 requires that a printed or a type written copy of each special resolution should be
sent to the registrar within 30 days of passing thereof.

12.6.4 Passing of Resolutions by Postal Ballot (s.192A)

Section 192A contains the following provisions for passing of resolution by postal ballot:

(i) A listed company may and in the case of resolution relating to such business as the Central
Government may, by notification, declare to be conducted only by postal ballot, shall, get
any resolution passed by means of a postal ballot, instead of transacting the business in
general meeting of the company.
(ii) Where a company decides to pass any resolution by resorting to postal ballot, it shall send
a notice to all the shareholders, along with a draft resolution explaining the reasons
therefor, and requesting them to send their assent or dissent in writing on a postal ballot
within a period of 30 days from the date of posting of the letter.
(iii) The notice shall be sent by registered post acknowledgement due, or by any other method
as may be prescribed by the Central Government in this behalf and shall include with the
notice, a postage pre-paid envelope for facilitating the communication of the assent or
dissent of the shareholder to the resolution within the said period.

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