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Sunday, August 30, 2009

Resolutions which are required to be passed as special resolutions

Section No.
17 and 17A
Alter object clause, name of company, registered office to other State. Change to other State requires confirmation of Central Government (postal ballot required in case of listed companies). Change within the State but under jurisdiction of different ROC requires permission of RD u/s 17A – see 146(2))
Change name of Company, subject to approval of Central Government.
To omit the name 'Limited' or 'Private Limited' in case of licensed company.
Alter Articles of Association (postal ballot required in case of listed companies for insertion of provisions relating to private company).
Buy back of securities (postal ballot required in case of listed companies, if in excess of 10% of total paid up capital in a year).
Issue of sweat equity shares (postal ballot required in case of listed companies).
81(1A) and 81(3
Offer further shares to persons other than existing members (i.e. not to make a rights issue)
Convert loans or debentures into shares, if approved before issue of debentures or raising of loans.
To determine that any portion of share capital shall not be called up except in winding up.
Reduction in share capital (subject to confirmation by Court)
Varying rights of holders of class of shares (postal ballot required in case of listed companies for variation of rights attached to class of shares or debentures or other securities).
Remove registered office out of city limits, but within the State (postal ballot required in case of listed companies).
To commence new business.
Keep statutory registers at any place within city / town other than the registered office.
Authorise payment of interest out of capital - approval of Central Government is required
Appoint statutory auditors when share-holding of Government, financial institutions and nationalised banks is 25% or more.
Have affairs of the company investigated by inspector appointed by Central Government.
269 (read with Schedule XIII)
Approval of minimum remuneration to MD/WD/Manager, if more than prescribed ‘normal’ limit.
Appoint sole selling agents in certain cases if paid-up capital is Rs 50 lakhs or more.
Determine remuneration payable to a director (other than MD) - necessary only if Articles require a special resolution - applicable only to a public company or its subsidiary.
Authorising payment by way of commission on basis of percentage of profit, to a director who is not MD or whole time director - applicable only to a public company or its subsidiary.
314(1), (1B)
Approval for holding office of profit under the company or subsidiary for director or his relative or partner, firm, private company etc. in certain cases.
To alter memorandum of association so as to render unlimited liability of its directors or manager - resolution can be passed only if articles so authorise - such resolution can only apply to future director/s and manager. It does not apply to existing director / directors / manager during his current term, unless he has accorded his consent to his liability becoming unlimited.
Make / give investment / loans / guarantee / security beyond 60% / 100% limit (postal ballot required in case of listed companies for giving loans or extending guarantee or providing security in excess of limits).
To get the company wound up by Court.
To have the company voluntarily wound up.
To authorise liquidator in a voluntary winding up to accept shares as consideration for company's property.
To authorise liquidator in a members' winding up to exercise powers specified in section 457(1)(a) to (d).
To accord sanction for any agreement between company and its creditors so as to bind company and its creditors.
To authorise liquidator to exercise certain powers in a voluntary winding up.
To direct disposal of books and papers after completion of winding up and about to be dissolved, in case of members' voluntary winding up.
To alter form of constitution of a company registered under part IX of the Act, e.g. a partnership firm registered as a company.
581H to 581ZL
Resolutions relating to producer company.
Resolution that acquirer need not make public offer to take 20% shares of target company (Required as per SEBI Takeover Regulations) (postal ballot required in case of listed companies).

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