Resolutions

This query is : Resolved

GURI SINGH (Querist)
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07 February 2012 what is the ground to decide whether the matter to be dealt require Special Resolution or Ordinary Resolution ?

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Guest (Expert)

07 February 2012 You have to check provisions of the section under which you are passing shareholders resolution and also consult AOA of your company.

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GURI SINGH

GURI SINGH (Querist)
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08 February 2012 thanks dii

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CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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09 February 2012 Items requiring ordinary resolution.
Sec 22(1)(a) -- Rectification of company's name with previous approval of Central Government
Sec 61 -Vary the terms of a contract mentioned in prospectus or statement in lieu of prospectus
Sec 79(2)-To issue shares at a discount subject to sanction of Central Government
Sec 81(1A)(b)- Offer further shares capital to any persons in any manner what so ever subject to Central Government’s approval
Sec 94(2)- To alter company's share capital, if authorised by articles ex. increase ,cancellation of shares, consolidation or sub division of shares, conversion of fully paid shares into stock
Sec 121 -To reissue redeemed debentures
Sec 149(2B)- Commencement of new business by a company having a share capital subject to Central Government’s approval.
Sec 165-adoption of statutory report
Sec 205 - declaration of dividends
Sec 210 -To consider and adopt annual accounts and the Directors report and auditors report at an annual general meeting
Sec 214(1)-To authorise by a holding company, its representatives to inspect books of account kept by any of its subsidiaries
Sec 224(1)-Appointment of auditors and fixation of their remuneration
Sec 224(5)-To remove first auditor(s) and appoint in his place any other person nominated by any member
Sec 224(5)-appointment of first auditor and fix remuneration if Board of directors fail to appoint first auditor
Sec 224(6)(b)-To fill casual vacancy in the office of an auditor caused by resignation
Sec 255(1)(b)-Appointment of directors who are liable to retire by rotation
Sec 256(3)-Reappointment of directors retiring by rotation or appointment of some other person in his place in accordance with section 256(3)
Sec 258 -To increase or reduce the number of directors within the limits fixed by its Articles of Association subject to section 252,254 and 255
Sec 269 -Appointment of managing director/whole-time director or manager in accordance schedule XIII.
Sec 284(1)-Removal of a director before expiry of his term of office and to appoint a director in his place provided notice of intended appointment was given.
Sec 292(5)-To impose restriction and conditions on the exercise of following powers by the Board of Directors:
1.the power to make calls on shareholders in respect of money unpaid on their shares,
2.the power to authorise the buy back,
3.the power to issue debentures,
4.the power to borrow moneys otherwise than on debentures,
5.the power to invest the funds of the company, and
6. the power to make loans.
Sec 293(1)-To authorise Board of directors of public company and private company which is a subsidiary of public company -
(a) to sell ,lease or otherwise dispose of the whole or substantially the whole of undertaking of company

(b) to remit or give time for payment of any debt due by a director

(c) to invest otherwise than in trust securities amount of compensation received by company in respect of compulsory acquisition of its premises or properties
(d) to borrow moneys exceeding the aggregate of paid-up capital and free reserves of company
(e) to contribute to charitable and other funds exceeding Rs. 50,000 or 5 per cent of company's average net profits during preceding three financial years
Sec 294 -To approve or disapprove appointment or reappointment of sole-selling agents
Sec 309(1)-To approve remuneration payable to directors if articles do not provide for special resolution.
Sec 309(4)-To authorise for payment of remuneration to directors other than managing/whole time director)at a rate exceeding 1%if company has managing director, whole time director or manager or 3% of the net profits in any other case, with the approval of Central Government.
Sec 313(1)-appointment of alternate director in the absence of any power given by articles of association
Sec 484(1)(a)- To wind up company voluntarily
Sec 490(1)-Appointment and fixation of remuneration of liquidators in a members’ voluntary winding up
Sec 491 -To authorise directors to exercise some of their powers even after appointment of a liquidator in a members’ voluntary winding up
Sec 492(1)-To fill vacancy in the office of liquidator occurred by death, resignation or otherwise in a member’s voluntary winding up subject to any arrangement with creditors.
Sec 496-To consider the account of liquidator’s acts and dealings and of the conduct of the winding up during the preceding year in a member’s voluntary winding up.
Sec 502(1)-To nominate a person to be liquidator in a creditors' voluntary winding up
Sec 503(2)-Appointment of committee of inspection and its members [upto five] in a creditor' voluntary winding up.
Sec 508 -To consider accounts at the end of each year laid by liquidator in a creditor’s voluntary winding up.
Sec 565(1)(V)-To register an existing company authorised to registered under the Companies Act,1956.
Sec 581P(5)-Appointment of directors of a producer company.
Sec 581S(1)-Matters to be transacted at general meeting of a producer company:
1.approval of budget and adoption of annual accounts of the producer company,
2.approval of patronage bonus,
3.issue of bonus shares,
4.declaration of limited return and decision on the distribution of patronage,
5.specify the conditions and limits of loans that may be given by the board to any director, and
6. approval of any transaction of the nature as is to be reserved in the articles for approval by the members.
Sec 581ZA(3)-Adoption of articles of producer company.
appointment of Board of directors of producer company
Sec 581ZJ-Issue of bonus shares by a producer company.
Sec 581ZN(1)-Transfer of producer company’s assets and liabilities to any other Producer Company,
Divide producer company into two or more new Producer Companies.
Sec 581ZN(2)-Amalgamation or merger of one producer company with other producer company(s) and formation of a new producer company.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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09 February 2012 Items requiring Special Resolution

Sec 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)
Sec 21- Change of name by a company (subject to approval of Central Government)
Sec 25(3)-Change of name of non-profit company by omitting the word ‘Limited’ or the words ‘Private Limited’
Sec 31(1)-Alteration of articles of association of a company
Sec 77A -To purchase company’s own securities
Sec 79A -Issue of sweat equity shares
Sec 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
Sec 81(3)-Issue of convertible loans or debentures.
Sec 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.
Sec 100(1)-Reduction of share capital subject to confirmation of Tribunal.
Sec 106 -Alteration of rights of holders of special classes of shares
Sec 146(2)-To remove registered office of a company outside the local limits of any city, town or village in which it is situated.
Sec 149(2A)(b)-commencement of new business
Sec 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
Sec 208(2)(3)-To pay interest out of capital if approved by Central Government
Sec 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.
Sec 237(a)(i)-To investigate the affairs of a company by inspectors appointed by Central Government
Sec 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
Sec 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
Sec 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
Sec 314(1), (1B)-Appointment of directors/relatives of directors to office or place of profit in the company or its subsidiary
Sec 323(1)-To alter memorandum of association so as to make liability of its directors or manager unlimited.
Sec 372A -To grant inter-corporate loans and investment
Sec 433(a)-To wound up the company by Tribunal
Sec 484(1)(b)-To wind up the company voluntarily
Sec 494(1)-To authorise liquidator to accept shares, etc., as consideration for sale of property of company
Sec 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.
Sec 517(1)-To sanction any agreement between company and its creditors so as to bind company and its members
Sec 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
Sec 550(1)(b)- Disposal of books and papers of a company when company have been completely wound up and is about to be dissolved
Sec 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.
Sec 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)
Sec 581-I-Alteration of articles of a producer company.
Sec 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.
Sec 581ZL-Investment in other companies in excess of thirty percent of the aggregate of paid up capital and free reserve of a producer company.
Sec 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.