Write shorts notes on agenda and resolution. |
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| Ans : A. Agenda
Ans:- In literally since the word ‘agenda means things to be done. It is the schedule of subject matters of the company meeting that is provided to the members for meeting. The company secretary is responsible for the preparation of company is end in the consultation with the chairman.
According to section 67(2) of company act 2063, it is essential to deliver agenda of discussion to shareholders along with notice for meeting. As agenda of discussion is given to each shareholders is written in systematic and simple manner. The agenda of discussion of the company meeting may vary from time and situation like statement of the company account, report of the managing director, declaration of dividend etc.
B. Resolution
Ans:- A proposal when accepted for discussion and decision with majority of consent of member of the meeting, it is known as resolution. In meeting, one of the members present proposal for discussion and if that it is accepted by the member for discussion with the consent of majority become resolution.
According to Nepal Company Act 2063, resolution of meeting can be classified into two types:
(a) General / ordinary resolution:- General resolution of company involves declaration of board member etc. Such resolution can be passed with simple majority. Here, the word majority means majority (at least 5%) of the members who you personally or through proxy take part in voting. In private company General meeting of shareholders can be held as prescribed in the articles. The procedure of a meeting of a public limited company should not be conducted unless shareholders representing 67% of the total number of shares of the company are present there in either in person or by proxy. The general resolution for discussion may be of the following:
i) Audited statement of account like profit and loss account and balance sheet etc.
ii) Declaration of dividend to shareholders
iii) Appointment of company employees and their remuneration allowance etc.
iv) Election of member of board of directors
v) Remuneration of managing directors and their remuneration allowance etc.
(b) Special Resolution:- To pass special resolution may also be occasional procedure of General meeting of shareholders. A special resolution should be deemed to have been passed by the meeting of shareholders representing 75% of shares from among the shareholder present in meeting and vote in favor of the resolution. A special resolution is required to pass for the following:-
i) Change in memorandum and articles of association
ii) Increase or decrease authorized share capital
iii) Conversion of private company into public or vice versa
iv) Issue of bonus shares
v) Change the name of the company etc.
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