CMA Amit Bansal

What is a Ordinary Resolution ?

Act has been duly given and it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case may be, in favour of the resolution, including the casting vote, if any, of the Chairman, by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting.

What is a Special Resolution ?

As per Section 114 of Companies Act 2013, a resolution shall be a Special Resolution when— (a) 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; (b) the notice required under this Act has been duly given; and (c) 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 Ordinary Resolution as per Company Act 2013

Section NoMatters Requiring Ordinary Resolution as per Company Act 2013
4Where Registrar direct to change the name of the company within 3 months
16Where Central Government direct to change the name of the company within 3/6 months
61Alteration of Memorandum of Association ( Increase /Consolidate/ sub-divide/ convert/ cancellation of Share Capital)
63Capitalization of Company profit or Reserves to issue fully paid bonus shares
65Unlimited company to provide for reserve share capital on conversion into a limited company
73 & 76Accepting deposits from public
102 read with 123, 139, 140, 142, 152Ordinary Business transacted at Annual General Meeting only
148Fixing of Remuneration of Cost Accountant
161Appointment of Alternate Director
169Removal of Director before expiry of term except Director appointed by Company Law Tribunal/ Board
181Contribution to Charitable Trust in excess on 5 % of its Average Net Profit for 3 immediately preceding financial years
192Restricted Non cash transactions involving Directors requires approval of shareholders
196Appointment of Managing Director, Whole Time Director, Manager, subjected to provision of Section 197
197Remuneration to be paid to the Directors
304In case of Voluntary wound up of Company
310Appointment of Official Liquidator and fixing his Remuneration
311To fill Casual Vacancy in office of Official Liquidator caused by way of Death, Resign or Removal
314Official Liquidator call General Meeting to get sanction of the company
318Approval of report of Official Liquidator by Shareholders for approval

Matters Requiring Special Resolution as per Company Act 2013

Section NoMatters Requiring Special Resolution as per Company Act 2013
5Alteration of Article Of Association  while converting from Private Limited to Public Limited and Vice Versa
12To change the Registered office of the company  outside the Local limits of the city, town or village
13For Alteration of Memorandum of Association of the Company
14For Alteration of Article of Association of the Company
13 & 27Change in the Object Clause of Memorandum of Association of the Company
41To issue Global Depository Receipt in any Foreign Country
54Issue of Sweat Equity Shares ( Except this share cannot be issued at discount )
62For issuing further shares to Employees of the Company under the scheme of Employee Stock Option Plan  & to determine the terms of issuing Debetures convertible into shares
66Reduction of Share Capital
68Buy Back of Shares
71To issue Debenture convertible into shares , wholly or partly
140Removal of Auditor appointed U/s 139 before expiry of his term and after approval of Central Government
149 (1)Appointment of more than 15 Directors
149 (10)Re- appointment of Independent Director for a further period of 5 years
165Member of the company may by Special Resolution specify any lesser number of Companies in which a Director of the Company may act as Director
180Restriction on power of Board
186Loans and Investment by the Company
196Appointment of persons aged 70 years or more as Managing Director, Whole Time Director or Manager
197To pay Remuneration to Directors in excess of Schedule V
210To apply to Central Government for conduction Investigate the affairs of the Company
212To apply to Serious Fraud Investigation Office for conduction Investigate the affairs of the Company
248To make an application to Registrar for Striking off the name of Company
262Approval of Scheme of Merger and Amalgamation
271Winding up of Company by Tribunal
304For Voluntary Winding Up of Company
314Official Liquidator call General Meeting to get sanction of the company
319To grant power to Official Liquidator to accept Shares ets as Consideration for sale of Property of the Company
343Company Liquidator to exercise certain powers subject to sanction by Special Resolution and Prior approval of Tribunal
371For Adoption of Table F in Schedule I ( Article Of Association )

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Category : Company Law (2999)
Type : Articles (10821)
Tags : Companies Act (1525) Companies Act 2013 (1279)

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