Matters requiring special resolution under cos.act 2013

Matters requiring special resolution under Companies Act 2013

Section

5(4)

Amendment of Articles of Association

12(5)

Shifting of registered office

13(1)/13(8)

Alteration of Memorandum

14(1)

Alteration of Articles for conversion of company (pvt to public or vice-versa)

27(1)

Variation of terms of contract or objects in prospectus

41

Issue of GDRs

48(1)

Variation of shareholders' rights

54(1)

Issue of sweat equity shares

62(1)(b)

Issue of shares to employees under employees' stock option scheme

62(1)(c )

Further issue of shares

62(3)

Issue of debentures or loans with an option to convert into equity

66(1)

Reduction of share capital

67(3)(b)

Scheme for providing money for purchase of shares of co. etc.

68(2)(b)

Buy-back of shares

71(1)

Issue of debentures with option to convert into shares

94(1)

Keeping of members' register, annual returns etc. at a place other than regd office

139(9)(c )

Appointment of  auditor other than  retiring auditor or a resolution that retiring auditor will not be reappointed

140(1)

Removal of auditor

149(1)

Appointment of more than 15 directors in a company

149(10)

Reappointment of independent directors after a term of 5 years

165(2)

Specifying a maximum number of companies being  less than 20 in which a person may be a director

180(1)

Authority to Board for exercising certain powers

185(1)

Approval of scheme for loans

186(3)

Approval of loans & investments beyond specified limits

188(1)

Approval  of related party transactions

196(3)(a)

Appointment of MD/WTD/Manager if the age of person is above 70 years

197(4)

Approval  of remuneration of directors, if the Articles so require

210(1)(b)

Investigation into affairs of the company

212(1)(b)

Investigation into affairs of the company by SFIO

248(2)

Application for removal of name of company from Register of Companies

262(2)

Approval of scheme for amalgamation of sick co.  With another company

271(1)(b)

Winding up by Tribunal

304(b)

Voluntary winding up

314(3)

Sanction for any  other purpose as may be required by Liquidator

319(1)/4)

Authority to Co. Liquidator to accept  shares etc. as consideration for sale of property of company

321(1)

Arrangement with creditors in the course of winding up

343(1)(b)

Restrictions on exercising of certain powers by company liquidator

347(1)(b)

Disposal of books of company in voluntary winding up

371(3)(a)

Table  F not to apply to cos. Registered under the Part unless it is adopted by Spl resolution

Table F- Article 6(i)

Variation of rights of class of shareholders

Table F- Article 8

Terms & conditions and manner of redemption of preference shares

Table F- Article 38

Reduction of share capital,  CRR, Share Premium A/c

Table F- Article 90

Power of company liquidator to divide assets of co. in winding up

Sch.V Pt.I(c )

Appointment of  MD/WTD/Manager if he is over 70 years of age

Sch.V Sec.II

For doubling limits of remuneration payable to managerial personnel

Chapter

Rules

II

7(1)

Conversion of pvt company into OPC

III

7

Vary objects of public issue  (through postal ballot)

III

14(2)(a)

Private placement of securities u/s 42

IV

9(1)(a)

Issue of preference shares

IV

12(1)

Issue of  shares under ESOP

IV

12(5)(a)

Variation of terms of ESOP

IV

13(2)(b)

Issue of shares on preferential basis (fresh reso. Reqd if allotment not made within 12 months)

IV

16(1)(a)

Provision of money for purchase of its own shares

V

2(1)(e )

Consent for acceptance of deposits from public u/s 76(1) beyond limits u/s 180(1)(c )

XIII

7(2)(iii)

Payment of managerial remuneration in excess of specified limits in case of inadequate profit/loss