Form 22a

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res (Querist)
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22 July 2013 Sir,

(1) In case of name change of company while filling form 23, whether the attachment of form 22A is compulsory when the meeting is called on shorter notice.or it is not required to be attached with form 23 and to be filed in companies file only. (2) how much percentage of members approval is necessary for calling EOGM on shorter notice.

Kindly resolve my both query.

Ajay Mishra

Ajay Mishra (Expert)
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22 July 2013 Hi

Yes, it is mandatory.

The provision of passing of special resolution will be applicable.

Section 189(2) of the Act, provides that certain matters are deemed to have been passed at a general meeting as a special resolution only, if the votes cast in favour are at least three times the number of votes cast against the resolution, if any.
A special resolution passed at a meeting attended only by the shareholders who were in arrears in respect of calls, has no legal effect.

The resolution shall be a special resolution if it fulfills the following conditions:—
(a) The intention to move the resolution as 'special resolution' is specified in the notice for the meetings.
(b) The text of the special resolution alongwith explanatory statement shall be given in the notice.
(c) The required notice for convening the meeting has been given as provided under the Act.
(d) The votes cast in favour of the resolution are at least three times the votes cast against, if any.

Ajay Mishra

Ajay Mishra (Expert)
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22 July 2013
Section 189 of the Companies Act stipulates that the notice must specify the resolution as special resolution and to be passed and where an article of the articles of association of the company contemplates increase in the number of directors by special resolution in general meeting, a special resolution should be passed for appointment of directors, and where it is not complied with, the appointment of director is not valid. [V.G. Balasundaram v. New Theatres Carnatic Talkies (P.) Ltd. [1993] 77 Comp. Cas. 324 (Mad.)]

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