Special Resolution

This query is : Resolved

SHREYANSH B SHAH (Querist)
Follow

08 April 2011 Hi. Gd Noon..Can you inform me the exhaustve transaction for which company is required to passed SPECIAL RESOLUTION..............

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
Follow

08 April 2011 Items requiring Special Resolution

Section
17(1)(2)- Alteration of the provisions of memorandum of association with respect to change of place of registered office of a company or its objects (subject to confirmation by Central Government)
21- Change of name by a company (subject to approval of Central Government)
25(3)- Change of name of non-profit company by omitting the word ‘Limited’ or the words ‘Private Limited’
31(1)- Alteration of articles of association of a company
77A- To purchase company’s own securities
79A- Issue of sweat equity shares
81(1A)- Offer further shares to any persons whether or not those persons are holders of equity shares of a company in any manner whatsoever
81(3)- Issue of convertible loans or debentures.
99 -To determine that any portion of company’s share capital which is uncalled till this date shall not be called up except in the event of winding up.
100(1)- Reduction of share capital subject to confirmation of Tribunal.
106- Alteration of rights of holders of special classes of shares
146(2)- To remove registered office of a company outside the local limits of any city, town or village in which it is situated.
149(2A)(b)- commencement of new business
163(1)- keeping of registers, indexes, returns, copies of certificates and documents at a place other than the registered office within city, town or village in which the registered office is situated
208(2)(3)- To pay interest out of capital if approved by Central Government
224A(1)- Appointment of auditor for companies having not less than 25 per cent of subscribed capital held by Government companies, financial institutions, nationalised banks, etc.
237(a)(i)- To investigate the affairs of a company by inspectors appointed by Central Government
294AA(3)- Appointment of a sole-selling agent of a company having a paid-up capital of Rs. 50 lakhs or more subject to approval of Central Government
309(1)- To determine remuneration payable to a director (including managing director ,whole time director), if articles of association so require in the case of a public company or its subsidiary
309(4)- To authorise, in the case of public company or its subsidiary, remuneration by way of commission to a director who is neither in the whole-time employment of the company nor a managing director on the basis of a percentage of net profits, if his remuneration does not include anything by way of a monthly quarterly or annual payment
314(1), (1B) - Appointment of directors/relatives of directors to office or place of profit in the company or its subsidiary
323(1)- To alter memorandum of association so as to make liability of its directors or manager unlimited.
372A- To grant inter-corporate loans and investment
433(a)- To wound up the company by Tribunal
484(1)(b)- To wind up the company voluntarily
494(1)- To authorise liquidator to accept shares, etc., as consideration for sale of property of company
512(1)(a)- To authorise liquidator to exercise following powers specified in clauses (a) to (d) of sub-section (I) of section 457
(a)to institute or defend suits, prosecution or other legal proceedings ,civil or criminal
(b)to carry on the business of the company so far it is necessary for the beneficial winding up of the company
(c)to sell the immovable and movable property and actionable claim of company
(ca)to sell whole of the undertaking of the company as a going concern
(d)to raise on the security of the assets of the company any money requisite
(e)to do allsuch other things as may be necessary for winding up the affairs of the company and distributing its assets.
517(1)- To sanction any agreement between company and its creditors so as to bind company and its members
546(1)(b)- To authorise liquidator to exercise following powers in voluntary winding up:
(1) to pay creditors in full
(2) to make compromise and arrangement with creditors
(3) to compromise any call or liability to call ,debt and present or future claim
550(1)(b)- Disposal of books and papers of a company when company have been completely wound up and is about to be dissolved
579(1)- To alter the form of constitution of a company registered under Part IX of the Act by substituting a memorandum and articles for a deed of settlement.
581H- Alteration of object clause of the Memorandum of association of a producer company.
Alteration relating to change of registered office from one state to another state(subject to confirmation by Central Government)
581-I- Alteration of articles of a producer company.
581ZH- To give donation or subscription to any institution or individual for the purpose of :
(a) promoting the social and economic welfare of producer members or general public; or
(b) promoting mutual assistance principles.
581ZL- Investment in other companies in excess of thirty percent of the aggregate of paid up capital and free reserve of a producer company.
581ZL(6)- To authorise the Board of directors of producer company to dispose of the investments which are given under section 581ZL (3) and (4) to its subsidiaries, in joint ventures or in any company other then producer company.

You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now