Resolutions under Companies Act 1956
A: ITEMS REQUIRING SPECIAL RESOLUTION
SECTIONS SUBJECT
16 Alteration of condition of memorandum
17 Change of registered office or objects clause in memorandum
21 Change of name
31 Alteration of articles
81(1A) Issue of further shares to persons other than holders of equity shares.
99 Conversion into Reserve Capital
100 Reduction of Capital
146 Removal of registered office outside the local limits.
149 Commencement of new business
163 Keeping Registrar of members at a place other than registered office.
208 Payment of interest out of capital.
224A Appointment of auditors where 25% or more subscribed share capital is held by certain specified Govt. Instrumentalities.
237 Investigation of affairs of the company
294AA (3) Appointment of Sole Selling Agent if the paid up capital of the company is Rs 50 Lacs or more.
309 (1) Payment of remuneration to directors, if required by articles.
309 (4) Payment of remuneration by way of commission to non – executive directors.
314 (1) Appointment of directors, relatives, etc at office or place of profit.
314 (1B) Appointment of partner, relatives, etc of directors at office or place of profit.
323 Making liabilities of directors or manager unlimited.
372A Power to make inter corporate loan, investment, guarantee and security exceeding the limit given u/s 372A.
433 Winding up by court
484 Voluntary winding up
494 Authorizing liquidator to accept shares etc. as consideration for sale of company’s property
512 Exercise of certain powers by liquidators in winding up by court
517 Approval of arrangement with creditors
546 Exercise of certain powers by liquidator in voluntary winding up
550 Disposal of Books and papers upon winding up.
B. RESOLUTIONS REQUIRING SPECIAL NOTICE
224 (5) Appointment of auditor in place of first auditors removed at a general meeting.
225 Appointment as auditor a person other than a retiring auditor.
225 Resolution providing expressly that a retiring auditor shall not be reappointed.
284 Removal of a director before expiry of his period of his office.
284 Appointment of a director ( in place of a director removed before the expiry of his period of office at the meeting at which director is removed.
C. ITEMS REQUIRING ORDINARY RESOLUTIONS
22 Rectification of company’s name
61 Variation of terms of contract mentioned in prospectus or statement in lieu of prospectus.
79 Issue of shares at discount.
81(1A) Issue of further shares with Government’s consent where special resolution is not passed.
94 Alteration of capital.
32 and 98 Reserve liability upon conversion into a limited company.
121 Cancellation of redeemed debentures superseding the power of the Board to keep them alive.
205 Declaration of Dividends
214 Authorization of holding company to inspect books of accounts of subsidiary.
224 (1) To appoint Auditors and fix their remuneration.
- (2) * Appointment, as auditor, of a person other than the retiring auditor.
- Providing expressly that the retiring auditor shall not be reappointed.
224 (5) To remove 1st Auditor and appoint another auditor in his place.
224 (6) Filling of casual vacancy caused by resignation of auditor.
228 (3) Audit of accounts of branch office by a person other than company’s auditor.
252 Appointment of Small Shareholder’s director.
255 Appointment of directors – (one third-) where articles do not make provision.
256 To reappoint the director retiring at AGM.
257 To appoint as a director a person who is not a retiring director.
258 Increase or reduction of directors within the limits fixed by articles
284 Increase or reduction of directors and appointment of another in his place
292 (5) Restrictions on exercise of certain powers.
293(1) (a) Sale of undertaking
293(1) (b) To extend time for repayment of any debt due by a director.
293(1) (c) Investment of compensation received in respect of compulsory acquisition.
293(1) (d) Borrowing in excess of paid-up capital and free reserves
293(1) (e) Contributing to charitable and other funds if amounts exceeds Rs 50000/- or 5% of avg net profits of last three years.
294 Approval of appointment of sole selling agents.
309 Remuneration of Managerial Person.
313 Appointment of alternate directors in the absence of power in articles.
383A appointment of the secretary for the company.
484 Voluntary winding up of chairman.
490 Appointment and fixation of remuneration of liquidators in a members voluntary winding up .
491 Authorising directors to exercise certain powers after appointment of liquidators.
497 Final meeting and dissolution in voluntary winding up.
502 Nomination of Liquidator
503 Appointment of committee of inspection in a creditors voluntary winding up
508 Liquidator to call a general meeting every year in creditor’s winding up.
509 Consideration and approval of accounts laid by lquidator.
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