Special resolution
This query is : Resolved
20 February 2013
What are the businesses which are to be passed by only special resolution?
20 February 2013
Hi
Give Email id i will send the same.
Give Email id i will send the same.
20 February 2013
Go to the following link, it may help you:
http://commerceduniya.com/2012/10/01/matters-requiring-special-resolution-under-companies-act-1956/
http://commerceduniya.com/2012/10/01/matters-requiring-special-resolution-under-companies-act-1956/
20 February 2013
Matters requiring Special Resolution:-
1. To alter the provisions of the memorandum so as to change the registered office of the Company from one State to another subject to confirmation of the CLB or to change the objects of the Company. (Sec 17).
2. To change the name of the Company with the approval of the CG.(Sec 21).
3. To alter the AOA. ( Sec 31).
4. To change the name of the Company by omitting “LTD” or “PVT LTD”, the Central Government by Licence permitting the Company with Charitable objects to do so by Special Resolution. (Sec 25).
5. To issue Further Shares to persons other than the existing members.[sec 81(1A)]
6. Issue of debentures having conversion option.{Sec 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 (Sec. 99).
8. To reduce the share capital subject to the confirmation of the Court. (Sec. 100)
9. To vary the rights of different classes of shareholders. This can be done either by obtaining the consent in writing of the holders of 3/4th of issued capital of that class or by special resolution of shareholders of that class (Sec.106)
10. To remove the registered office of the company outside the local limits of the city, town or village in which it is situate (Sec.146)
11. To commence any new business (Sec.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(Sec.163)
13. To pay interest on share capital under certain circumstances (Sec.208)
14. To appoint auditor of a company in which not less than 25 percent of the subscribed capital is held by a public financial institution or a Government company or by Central Government or by a state government etc. (Sec.224A)
15. To enable the Central Government to appoint inspectors to investigate the affairs of a company (Sec.237).
16. To appoint sole selling agents in specified cases [Sec.294AA(3)].
17. To determine the remuneration payable to any director including managing director, if articles allow. (Sec. 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. (Sec. 314).
19. To alter the Memorandum for rendering the liability of its directors or manager unlimited. (Sec. 323).
20. To authorize inter-company loans/giving of guarantee/security or inter corporate Investments. (Sec. 372A).
21. To obtain an order from the Court for the winding up of a company. (Sec. 433).
22. To wind up a company voluntarily. [Sec. 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. (Sec.494).
24. To enable a liquidator in members’ voluntary winding up to exercise certain powers. (Sec. 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. (Sec. 517).
26. To authorize liquidator to exercise certain specified powers in voluntary winding up. (Sec. 546).
27. To direct the manner of disposing of a company’s books and papers when the affairs of company have to be completely wound up in a voluntary winding up. (Sec. 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. (Sec. 578).
29. To alter the form 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. (Sec. 578).
Matters requiring Special Resolution:-
1. To alter the provisions of the memorandum so as to change the registered office of the Company from one State to another subject to confirmation of the CLB or to change the objects of the Company. (Sec 17).
2. To change the name of the Company with the approval of the CG.(Sec 21).
3. To alter the AOA. ( Sec 31).
4. To change the name of the Company by omitting “LTD” or “PVT LTD”, the Central Government by Licence permitting the Company with Charitable objects to do so by Special Resolution. (Sec 25).
5. To issue Further Shares to persons other than the existing members.[sec 81(1A)]
6. Issue of debentures having conversion option.{Sec 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 (Sec. 99).
8. To reduce the share capital subject to the confirmation of the Court. (Sec. 100)
9. To vary the rights of different classes of shareholders. This can be done either by obtaining the consent in writing of the holders of 3/4th of issued capital of that class or by special resolution of shareholders of that class (Sec.106)
10. To remove the registered office of the company outside the local limits of the city, town or village in which it is situate (Sec.146)
11. To commence any new business (Sec.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(Sec.163)
13. To pay interest on share capital under certain circumstances (Sec.208)
14. To appoint auditor of a company in which not less than 25 percent of the subscribed capital is held by a public financial institution or a Government company or by Central Government or by a state government etc. (Sec.224A)
15. To enable the Central Government to appoint inspectors to investigate the affairs of a company (Sec.237).
16. To appoint sole selling agents in specified cases [Sec.294AA(3)].
17. To determine the remuneration payable to any director including managing director, if articles allow. (Sec. 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. (Sec. 314).
19. To alter the Memorandum for rendering the liability of its directors or manager unlimited. (Sec. 323).
20. To authorize inter-company loans/giving of guarantee/security or inter corporate Investments. (Sec. 372A).
21. To obtain an order from the Court for the winding up of a company. (Sec. 433).
22. To wind up a company voluntarily. [Sec. 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. (Sec.494).
24. To enable a liquidator in members’ voluntary winding up to exercise certain powers. (Sec. 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. (Sec. 517).
26. To authorize liquidator to exercise certain specified powers in voluntary winding up. (Sec. 546).
27. To direct the manner of disposing of a company’s books and papers when the affairs of company have to be completely wound up in a voluntary winding up. (Sec. 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. (Sec. 578).
29. To alter the form 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. (Sec. 578).
20 February 2013
Matters requiring sanction by ordinary Resolution:-
1. To rectify the name of the Company. ( sec 22).
2. To vary the terms and contracts in prospectus / Statement in lieu of prospectus. ( sec 61)
3. To issue shares at a discount ( sec 79).
4. To alter share capital of the Company. (sec 94)
5. To cancel/redeem debentures. ( Sec 121)
6. To declare dividend. (Sec 205).
7. To approve annual accounts and balance-sheet. ( Sec 210).
8. To inspect the books of accounts of subsidiary company by the representatives and members of the holding Company.( Sec 214)
9. To appoint auditors in those cases not covered by Section 224A (Sec 224) and in a casual vacancy caused by resignation.
10. To appoint directors (Sec.255).
11. To appoint directors by rotation (Sec 256)
12. To appoint a person who is not a retiring director (Sec 257)
13. To increase or decrease the number of directors. (Sec 258)
14. To remove a director and appoint another director in his place. (Sec 284)
15. To give consent for the exercise of powers by the Board. (Sec 293)
16. To approve appointment of sole-selling agents. (sec.294)
17. To approve the appointment and remuneration of director (Section 269 & 309)..
18. To approve voluntary winding-up if the Articles provide.[Sec 484(1)(a)]
19. To approve appointment and remuneration of Liquidator in voluntary winding-up [section 490].
20. To authorize the BOD’S 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’ representative as liquidator in Voluntary Winding-up.(sec.502).
24. To appoint a committee of inspection in Creditors’ Voluntary Winding-Up.[Sec 503].
25. To consider accounts prepared by the Liquidator in Creditors’ Voluntary Winding-Up.(Sec 508,509).
Matters requiring sanction by ordinary Resolution:-
1. To rectify the name of the Company. ( sec 22).
2. To vary the terms and contracts in prospectus / Statement in lieu of prospectus. ( sec 61)
3. To issue shares at a discount ( sec 79).
4. To alter share capital of the Company. (sec 94)
5. To cancel/redeem debentures. ( Sec 121)
6. To declare dividend. (Sec 205).
7. To approve annual accounts and balance-sheet. ( Sec 210).
8. To inspect the books of accounts of subsidiary company by the representatives and members of the holding Company.( Sec 214)
9. To appoint auditors in those cases not covered by Section 224A (Sec 224) and in a casual vacancy caused by resignation.
10. To appoint directors (Sec.255).
11. To appoint directors by rotation (Sec 256)
12. To appoint a person who is not a retiring director (Sec 257)
13. To increase or decrease the number of directors. (Sec 258)
14. To remove a director and appoint another director in his place. (Sec 284)
15. To give consent for the exercise of powers by the Board. (Sec 293)
16. To approve appointment of sole-selling agents. (sec.294)
17. To approve the appointment and remuneration of director (Section 269 & 309)..
18. To approve voluntary winding-up if the Articles provide.[Sec 484(1)(a)]
19. To approve appointment and remuneration of Liquidator in voluntary winding-up [section 490].
20. To authorize the BOD’S 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’ representative as liquidator in Voluntary Winding-up.(sec.502).
24. To appoint a committee of inspection in Creditors’ Voluntary Winding-Up.[Sec 503].
25. To consider accounts prepared by the Liquidator in Creditors’ Voluntary Winding-Up.(Sec 508,509).
21 February 2013
Thank you so much Sir.
21 February 2013
My Pleasure.................
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