Matters Requiring
Sanction by Special Resolution Under Companies Act 2013
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(1) Alteration of article under entrenchment [Section 5(3)]
(2) Shifting of Registered Office outside local limit [Section 12(5)]
(3) Alteration of Memorandum [Section 13(1)]
(4) Change in object clause where money raised from public through prospectus and still has unutilized amount out of the money so raised [Section 13(8)]
(5) Conversion of private company into public company [Section 14(1)]
(6)
Conversion of Public company
into private company
[Section 14(1)]
Conversion of Public company
into private company
[Section 14(1)]
(7) Variation in the terms of
a contract referred
to in the prospectus or objects for which the prospectus was issued [Section 27(1)]
a contract referred
to in the prospectus or objects for which the prospectus was issued [Section 27(1)]
(8)
Issue of Global Depository Receipt [Section 41]
Issue of Global Depository Receipt [Section 41]
(9)
Variation of Shareholders rights[Section 48(1)]
Variation of Shareholders rights[Section 48(1)]
(10) Issue of sweet equity
shares [Section 54(1)]
shares [Section 54(1)]
(11) Issue of share capital
under employee’s stock
options [Section 62(1)(b)]
under employee’s stock
options [Section 62(1)(b)]
(12) Issue of share capital
to any person other than members or employees [Section
62(1)(c)]
to any person other than members or employees [Section
62(1)(c)]
(13) Issue of convertible debenture [Section 62(1)(c)]
(14) Reduction of Share Capital
[Section 66(1)]
[Section 66(1)]
(15) Funding of purchase of share by trust for benefit of employees [Section
67(3)]
67(3)]
(16) Buy back of shares
other than through
Board Resolution [Section
68(2)]
other than through
Board Resolution [Section
68(2)]
(17) Issue of Convertible Debenture [Section 71(1)]
(18) Place of keeping registers
and returns other than registered office [Section 94(1)]
and returns other than registered office [Section 94(1)]
(19) Removal of auditor before expiry of term [Section
140(1)]
140(1)]
(20) Appointment of more than fifteen directors [Section 149(1)]
(21) Re- appointment of retiring independent director [Section 149(10)]
(22) Specify a lesser number
of companies in which a director may be a director [Section
165(2)]
of companies in which a director may be a director [Section
165(2)]
(23) Exercise of restricted powers
by Board [Section
180(1)]
by Board [Section
180(1)]
(24) Related Party Transaction in certain companies
or above certain
threshold limit [Section
188(1)]
or above certain
threshold limit [Section
188(1)]
(25) Approval of certain non – cash transaction with directors [Section
192(1)]
192(1)]
(26) Appointment
of managing director or whole time director or manager who has attained age of
seventy [Section 196(2)]
of managing director or whole time director or manager who has attained age of
seventy [Section 196(2)]
(27) Appointment of managing or whole – time director
or manager on certain terms [Section 197(4)]
or manager on certain terms [Section 197(4)]
(28) Request for investigation of affairs of the Company
[Section 210(1)]
[Section 210(1)]
(29) Removal of the name of the company from the Register
of Companies [Section
248(2)]
of Companies [Section
248(2)]
(30) Sanction of scheme by a sick company [Section
262(2)]
262(2)]
(31) Resolution for winding up of company
by Tribunal [Section
271(1)]
by Tribunal [Section
271(1)]
(32) Voluntary winding
up [Section 304]
up [Section 304]
(33) Power to remove and fill casual
vacancy of company
liquidator [Section 311]
vacancy of company
liquidator [Section 311]
(34) Power of company liquidator to accept certain
consideration on sale of company
property [Section 319(1)]
consideration on sale of company
property [Section 319(1)]
(35) Arrangement
binding on company and creditors [Section 321(1)]
binding on company and creditors [Section 321(1)]
(36) Company liquidator to exercise certain
powers [Section 342(1)]
powers [Section 342(1)]
(37) Disposal of books and papers [Section
347(1)]
347(1)]
(38) Applicability of Table – F of Schedule
– I on company registered under Part – I of Chapter – XXI [Section 371(3)]
– I on company registered under Part – I of Chapter – XXI [Section 371(3)]
Matters Requiring Special
Notice
Notice
(a) Resolution for appointment of an auditors
other the retiring
auditor at an annual general
meeting [Section 140(4)].
other the retiring
auditor at an annual general
meeting [Section 140(4)].
(b) Resolution at an annual
general meeting to provide that
a retiring auditor
shall not be re-appointed [Section 140].
general meeting to provide that
a retiring auditor
shall not be re-appointed [Section 140].
(c) Resolution to remove a director before
the expiry of his period
of office [Section
169(2)]
the expiry of his period
of office [Section
169(2)]
(d) Resolution to appoint another
director in place
of the removed director [(Section
169(5)]
director in place
of the removed director [(Section
169(5)]
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