Matters That Require Special Resolution

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MATTERS THAT REQUIRE SPECIAL RESOLUTION

Section Particulars

5 Alteration of AOA while converting from Pvt to Public or vice versa

12 To change the registered office of the company outside local limit of City, Town
or Village

13 Alteration of MOA

14 Alteration of AOA

13+27 Alteration of object clause of MOA

41 Issuing GDR in Foreign Country

54 Issue of Sweat Equity (No discount)

62 For issuing ESOPs, further shares to employees, issuing debentures convertible


into shares

66 Reduction of Share Capital

68 Buyback

71 To issue Debentures wholly/partly convertible to shares

140 Removal of Auditor appointed U/s 139 before expiry of his term and after
approval of Central Government

149 Appointment of more than 15 Directors

149 (10) Re- appointment of Independent Director for a further period of 5 years

165 Member of the company may by Special Resolution specify any lesser number
of Companies in which a Director of the Company may act as Director

180 Restriction on power of Board

186 Loans and Investment by the Company

196 Appointment of persons aged 70 years or more as Managing Director, Whole


Time Director or Manager

197 To pay Remuneration to Directors in excess of Schedule V

210 To apply to Central Government for conduction Investigate the affairs of the
Company

212 To apply to Serious Fraud Investigation Office for conduction Investigate the
affairs of the Company

248 To make an application to Registrar for Striking off the name of Company

271 Winding up of Company by Tribunal

343 Company Liquidator to exercise certain powers subject to sanction by Special


Resolution and Prior approval of Tribunal

371 For Adoption of Table F in Schedule I ( Article Of Association )

MATTERS THAT REQUIRE ORDINARY RESOLUTION

Section Particulars

4 Where Registrar direct to change the name of the company within 3 months

16 Where Central Government direct to change the name of the company within 3/6
months

61 Alteration of Memorandum of Association ( Increase /Consolidate/ sub-divide/


convert/ cancellation of Share Capital)

63 Capitalization of Company profit or Reserves to issue fully paid bonus shares

65 Unlimited company to provide for reserve share capital on conversion into a limited
company

73 & 76 Accepting deposits from public

102 read Ordinary Business transacted at Annual General Meeting only


with 123,
139, 140,
142, 152

148 Fixing of Remuneration of Cost Accountant

161 Appointment of Alternate Director

169 Removal of Director before expiry of term except Director appointed by Company
Law Tribunal/ Board

181 Contribution to Charitable Trust in excess on 5 % of its Average Net Profit for 3
immediately preceding financial years
192 Restricted Non cash transactions involving Directors requires approval of
shareholders

196 Appointment of Managing Director, Whole Time Director, Manager, subjected to


provision of Section 197

197 Remuneration to be paid to the Directors

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