Meaning of Special Resolution and Matters Requiring Special Resolution

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Reading Time: 3 minutes| (Last Updated On: April 26, 2019)

Special Resolution?

What is a Special Resolution?

As per Section 114 of Companies Act 2013, a resolution shall be a Special Resolution when –

  1. The intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution;
  2. Special Resolution

  3. The notice required under this Act has been duly given; and
  4. The votes cast in favour of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.

Matters Requiring Special Resolution

  1. Amendment of Articles of Association to incorporate entrenchment provisions ( in case of a public company) [s. 5(4)
  2. Conversion of section 8 company into company of another kind [s. 8(4)(ii) r/w r. 21 of companies (incorporation) rules, 2014 ]
  3. Shifting of registered office outside local limits of town/city/village [ s. 12(5) ]
  4. Alteration of MoA [ s. 13(1)]. See previous table “Matters requiring Ordinary Resolution” for “ Alteration of capital clause of Memorandum”
  5. Changing name of company [ s. 13(2) ]
  6. Change of Objects [ s. 13(8) ]
  7. Alter articles to (a) convert private company to public company (b) convert public company to private company,  subject to0 provisions of the Act and MoA [ s. 14(1)]
  8. Variation in contract or object in prospectus [ s. 27(1)]
  9. Issue of GDRs [ s. 41]
  10. Private placement of Securities [ s. 42 r/w r. 14(2)(a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 ]
  11. Variation of rights attached to classes of shareholders [ s. 48(1)]
  12. Issue of sweat equity shares [ s. 54(1)]
  13. Issue of Preference shares [ s. 55 r/w r. 9 of Companies ( Share Capital and Debentures) Rules, 2014 ]
  14. Issue of shares to employees under employee stock option scheme (for public companies) [ s. 62(1)(b)]
  15. Issue of debentures of loans with option of being converted into equity [ s. 62(3)]
  16. Reduction of share capital [ s.66 ]
  17. Purchase of shares of company by employees or trusts for benefit of employees [ s. 67(3)(b). See also Notification No. G.S. R. 464(E), issued under s. 462 dated June 5, 2015, exempting s. 67’s, applicability to certain private companies]
  18. Buy back of shares [ s. 68(2)]
  19. Issue of debentures with option to convert to shares [ s. 71(1), proviso]
  20. Keeping of member’s registers and annual return at place other than registered office [s. 94]
  21. Appointment of auditor (other than retiring auditor ) or passing resolution that retiring auditor will not be re-appointed [ s. 139(9)(c)]
  22. Removal of auditor (subject to Central Government approval) [ s. 140) (1) r/w r. 7 of the Companies (Audit and Auditors) Rules, 2014]
  23. Appointing more than 15 directors [ s. 149(1), proviso]
  24. Re-appointment of independent director after a term of five years [ s. 149(10)]
  25. Reduce the number of companies in which a director of the company can hold directorships below 20 companies and below  10 public companies [ s. 165(2)]
  26. Authorise Board to exercise powers listed in section 180 (1)(a)-(d) ( in case of public companies) [ s. 180(1). See also Notification NO. G.S.R. 464(E), issued under s. 462 dated June 5, 2015, exempting s. 180’s applicability to private companies]
  27. Authorising giving of loan to a director by passing a special resolution. [ s. 185 (2)]
  28. Approving a scheme to provide loan to directors, or any other person in whom director is interested [ s. 185. See also Notification No. G.S.R. 464(E), issued under s. 462 dated June 5, 2015, exempting s. 185’s applicability to certain private companies]
  29. Approval of loan & investments beyond specified limits [ s. 186(3)]
  30. Approval for appointment of MD/WTD/Manager of over 70 years [ s/ 196(3), proviso]
  31. Approval of remuneration f directors in excess of limits specified in schedule V and with Central Government approval [ s. 197 (4)]
  32. Calling for investigation into affairs of the company by Central government or by SFIO [ s. 210(1)(b) and s. 212 (1)(b)]
  33. Approval for takeover of a company other than listed company [ s. 230(1)]
  34. Application for removal of name of company from Register of Companies [ s. 248(2)]
  35. Approval for scheme of amalgamation of sick company [ s. 262(2), proviso]
  36. Winding up by Tribunal [ s. 262(2), proviso]
  37. Voluntary winding up [ s. 304(b)]
  38. Providing sanction for the liquidator [ s. 314(3)]
  39. Authorising company liquidator to accept shares etc. as consideration [ s. 319]
  40. Arrangement with creditors in course of winding up [ s. 321(1)]
  41. Restrictions on exercising of certain powers by company liquidator [ s. 343(1)(b)]
  42. Disposal of books of company in voluntary winding up [ s. 347(1)(b)]
  43. Resolution to adopt table F in schedule I for companies registered under Part XXI [ s. 371(3)(a)]

Meaning of Ordinary Resolution and Matters Requiring Ordinary Resolution

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