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 3/4^thsof 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.

Matters Requiring sanction by ordinary Resolution

Matters Requiring sanction by ordinary Resolution

1.  To ratify the name of the company (Section 22)

2.  To vary the terms and contracts in prospectus/statement in lieu of prospectus (Section:61)

3.  To issue shares at a discount (Section 79)

4.  To alter share capital of the company (Section 94)

5.  To cancel/redeem debentures (Section 121)

6.  To declare dividend (Section 205)

7.  To adopt annual accounts and balance sheet 9Section 210)

8.  To inspect the books of accounts of subsidiary company by the representatives and members f the holding company (Section 214)

9.  To appoint auditors in those cases not covered by section 224A (Section 224)

10.   To appoint directors (Section 255)

11.   To appoint directors by rotation (Section 256)

12.  To appoint a person who is not a retiring directors (Section 257)

13.To increase or decrease the number of directors (Section 258)

14. To remove a director and appoint another director in his place (section 284)

15.To give consent for the exercise of powers by the Board (Section 293)

16.   To approve appointment of sole selling agents (Section 294)

17.To approve the appointment and remuneration of director (Section 269 & 309)

18.  To approve the voluntary winding up if the articles provide (Section 484(1)(a))

19.To approve appointment and remuneration of Liquidator in voluntary winding up (Section 490)

20.To authorize the Board of Directors to exercise certain powers after appointment of Liquidator (Section 491)

21. To fill up the vacancy in the office of Liquidator (Section 492)

22. To consider accounts prepared by the liquidator in voluntary winding up (Section 496, 497)

23.To nominate creditors representatives as Liquidator in voluntary winding up (Section 502)

24. To appoint a committee of inspection in creditors voluntary winding up 9Section 503)

25. To consider accounts prepared by the Liquidator in creditors voluntary winding up (Section 508, 509)

VERIFICATION OF MARKS OF CS DECEMBER, 2011 EXAMINATIONS

In terms of regulation 46 (2) of  The Company Secretaries Regulations, 1982, as in force, a candidate can seek ‘Verification of Marks’ in any subject(s) of  December , 2011 examination within one month from the date of  declaration of results.  The application for verification of marks should be made by interested candidates in the prescribed form given below, in candidate’s own handwriting together with  requisite fee @ Rs.100/- per subject within one month from the date of  declaration of results, i.e., upto and including 26^th March, 2012 (25^th    March, 2012 being Holiday).   

            The application for verification of marks duly completed in all respects should reach on or before the last date,  addressed to The Joint Director (Exams.), The Institute of Company Secretaries of India, C-37, Institutional Area, Sector 62, NOIDA – 201309 (U.P.). Candidates are advised not to club any other query/matter or remittance of fees along with his/her request for Verification of Marks to facilitate an early reply. 

            The response time to candidates’ requests for verification of marks is normally  3-4 weeks from the date of receipt of their applications in the Examination Deptt. of the Institute. After completion of verification process, outcome of the verification of marks is hosted on the Institute’s website: www.icsi.edu and the candidate concerned by entering his/her Roll No. or Student Registration Number can enquire about the status/outcome of his/her application. The candidates concerned are also individually informed about the outcome of their requests by post.  However, if a candidate does not receive any communication by 10^th May , 2012, he/she should write to the Joint Director (Exams.) giving relevant details – (i) his/her name; (ii) student registration number and Roll Number; (iii) stage and module(s) of examination (iv) name of the subject(s) in which verification of marks was sought; (v) date of application and mode of  its dispatch;  (vi) amount of verification fee and mode of its remittance, viz., Bank Draft No., date of issue of Bank Draft, Name of drawee bank; (vii) complete postal address along with PIN Code;  (viii) e-mail id; and (ix) Mobile/ Telephone Number.

Download Format of Application for Verification of Marks