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Form 23

BHAVINI SHAH (Company Secretary) (193 Points)

13 February 2013

Some PCS file form 23 for oprdinary resolutions also. Whether its needed as per provisions of companies act?

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5 Replies

Ganeshbabu K (Audit and Tax Advisory) (48564 Points)
Replied 13 February 2013

in general no need to file form 23 for ordinary resolution.

but there is a cases lets see how it is

example

for example say,we have to increase authorised sharecapital of any company company have to pass ordinary resolution.

But articles of the company provides for special resolution then ..you have to file form 23 in this case,

so first you have to confirm if articles of company provides for special resolution other wise no need to file form 23 for ordinary resolution

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ars (CS) (445 Points)
Replied 13 February 2013

pl. refer s.192 and A/Association of the Co.

BHAVINI SHAH (Company Secretary) (193 Points)
Replied 14 February 2013

Thanks for the reply. but my particular case is that of appointment of a new director to fill up casual vacancy. The private company had three directoers already on board and one resigned. So now in this particular case, there are two options: 1) file form 32 as additional director and later confirm in next AGM by filing form 32 for change in designation. 2) File form 32 just once and call an EGM with ordinary resolution. then why form 23 should be needed in such a case?

Ganeshbabu K (Audit and Tax Advisory) (48564 Points)
Replied 14 February 2013

Comint to your case i dont think form 23 is required ...of course here also there is a possibility for form 23

lets see how it is

1)the first and foremost step in the procedure for appointement of additional director is,

we have to Check the Articles of Association of the Company to see whether they authorise the Board of directors of the Company to Appoint Additional Director. If not, alter the Articles of Association accordingly.

so if articles of association is required to alter

we need to pass a special resolution and it requires to file form23

so i can say one thing ,first through about articles of the company

if it doesnt objects..you can go ahead with out form 23 also...

any objects to my opinion are invited

CA Harish Negi (Never Say Die) (860 Points)
Replied 20 February 2013

"In an EGM every bsuness transacted is special but every special business do not require special resolution." In your case FORM 23 is not at all medatory.

For you kind information please refer section 192 and its related sections to gain more knowledge of Form 23