Wednesday, 27 June 2012

Matters requiring Special Resolution

Matters requiring Special Resolution
1.       To alter the provisions of the memorandum so as to change the registered office of the company form one state to another subject to confirmation of the Company Law Board or to change the object of the Company (section 17)
2.       To change the name of the company with approval of the Central Government (Section 21)
3.       To alter the articles of association (Section 31)
4.       To change the name of the company by omitting “Limited” or “Private Limited”, the central Govt.  by license permitting the company with charitable objects to do so by special resolution (Section 25)
5.       Issue of further shares to persons other than  existing members (Section 81(1A))
6.       Issue of debentures having conversion option [Section 81(3)]
7.       To decide that any part of the uncalled share capital shall not be called up except for the purpose of winding up (Section 99)
8.       To reduce the share capital subject to the confirmation of the Court (Section 100)
9.       To vary the rights f different classes of shareholders. This can be done either by obtaining the consent in writing of the holders of 3/4thsof issued capital of that class or by special resolution of share holders of that class (Section 106)
10.   To remove the registered office of t he company outside the local limits of the city, town or village in which it is situated (Section 146)
11.   To commence any new business [section 149(2A)]
12.   To keep registers and returns in a place other than a place within the city, town or village in which the registered office of the company is situated (Section 163)
13.   To pay interest on share capital under certain circumstances (Section 208)
14.   To appoint auditor or a company in which not less than 25% of the subscribed capital held by a public financial institution or a govt. company or by central Govt. or by a State Govt. etc. (Section 224A)
15.   To enable the Central Govt. to appoint inspectors to investigate the affairs of a company (Section 237)
16.   To appoint sole selling agents in specified cases [Section 294AA(3)]
17.   To determine the remuneration payable to any director including managing director, if articles allow (Section 309)
18.   To authorize a director, a relative or partner of such director, director of a private company of which he is a director, or manager to hold office of profit in the company (Section 314)
19.   To alter the memorandum for rendering the liability of its directors or manager unlimited (Section 323)
20.   To authorise inter-corporate loans/giving of guarantee/security or inter corporate investments exceeding the prescribed limits (Section 372A)
21.   To obtain an order from the Court for the winding up of a company (Section 433)
22.   To wind up a company voluntarily [Section 484(1)(b)]
23.   To confer general authority on the liquidator or an authority in respect of any particular arrangement with reference to a proposed sale of property of a company in voluntary liquidation (Section 494)
24.   To enable a liquidator in members voluntary winding up to exercise certain powers (Section 512)
25.   To render binding on company and creditors any arrangement entered into between a company about to be, or in the course of being, wound up and its creditors, if it is acceded to by the three-fourths in number and value of the creditors (Section 517)
26.   To authorise liquidator to exercise certain specified powers in voluntary winding up (Section 546)
27.   To direct the manner of disposing of a company’s books and papers when the affairs of the company have to be completely wound up in a voluntary winding up (Section 550)
28.   To render possible the application of Table A of Schedule I to a company registered under Part IX of the Act to the extent as it is adopted by the special resolution (Section 578)
29.   To alter the form and constitution of the company by substituting a memorandum and articles for a deed of settlement in the case of a company registered in pursuance of  Part IX of the Act (Section 578)

Matters Requiring Special Notice

1.       Resolution for appointment of an auditors other than retiring auditor at an annual general meeting [Section 225(1)]
2.       Resolution at an annual general meeting to provide that a retiring auditor shall not be re-appointed [Section 225(1)]
3.       Resolution to remove a director before the expiry of his period of office (Section 284)
4.       Where the articles of a company provide for the giving of a special notice for a resolution in respect of any specified matter of matters.

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