Agenda and Resolutions

Agenda

The word 'agenda' literally means things to be done. The subject which is to be discussed to come to a final decision is called Agenda. Its main objective is to conduct the meeting in a systematic way without missing any item. It includes the list of things to be done and subject to be discussed in the meeting. According to the Company Act, 2063 B.S. it is necessary to send agenda to the shareholders before the meeting. It helps the shareholders to get ready and be prepared for the meeting. An agenda must be clear and systematic.

Resolutions

We are going to learn about two types of resolutions:

a) Ordinary Resolution

An organization has to make different decisions to run the transaction and activities of the business in a systematic way. So, the decisions are made after discussing various problems or agenda. All decisions that are taken in the meeting are in the form of resolution. The resolution must be clearly written. A copy of the resolution must be submitted to the office of Company Registrar. When any proposal is accepted by required majority in the meeting then the proposal becomes the resolution. Resolution is passed for formulating plans and policies, raising funds, for electing the director, appointment of the auditor and declaration of dividend. There are two types of resolution. They are as follows:

A resolution taken by a simple majority which is presented in a board meeting or annual general meeting and decision is known as ordinary resolution. This resolution is passed by the shareholder holding 50% of total share and at least 3 shareholders should be presented. General activities of the company are carried out by the ordinary resolution. The following matters are presented and passed in ordinary resolutions:

• Audited profit and loss account
• Balance sheet of previous year
• Appointment of directors and auditors
• Declaration of dividend
• Salary and facility for directors and auditors

b) Special Resolution

A resolution taken by the special majority which is presented in a special issue of the company is known as special resolution. This resolution is passed by the shareholder holding 75% of total share who are presented in the meeting. This resolution is not adopted regularly. The important matter which cannot be decided by the simple majority is adopted in special resolution. This resolution is passed in annual general or special general meeting. A copy of the ordinary resolution should be submitted to the office of the Company Registrar. The following matters are presented and passed in special resolution:

• Decreasing the share capital of the company
• Altering the name or objective of the company
• Issuing bonus share
• Selling shares at discount
• Converting private company into public company and vice-versa

References:

Khanal, Soma Raj, Surendra Thapa Aslami and Sitaram Dhakal.Business Studies.Kathmandu: Taleju Prakashan, 2067.

Pant, Prem R., et al.Business Studies.Kathmandu: Buddha Academic Publishers and Distributors Pvt. Ltd., 2010.