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 No | Matters Requiring Ordinary Resolution as per Company Act 2013 |
| 4 | Where Registrar direct to change the name of the company within 3 months |
| 16 | Where Central Government direct to change the name of the company within 3/6 months |
| 61 | Alteration of Memorandum of Association ( Increase /Consolidate/ sub-divide/ convert/ cancellation of Share Capital) |
| 63 | Capitalization of Company profit or Reserves to issue fully paid bonus shares |
| 65 | Unlimited company to provide for reserve share capital on conversion into a limited company |
| 73 & 76 | Accepting deposits from public |
| 102 read with 123, 139, 140, 142, 152 | Ordinary Business transacted at Annual General Meeting only |
| 148 | Fixing of Remuneration of Cost Accountant |
| 161 | Appointment of Alternate Director |
| 169 | Removal of Director before expiry of term except Director appointed by Company Law Tribunal/ Board |
| 181 | Contribution to Charitable Trust in excess on 5 % of its Average Net Profit for 3 immediately preceding financial years |
| 192 | Restricted Non cash transactions involving Directors requires approval of shareholders |
| 196 | Appointment of Managing Director, Whole Time Director, Manager, subjected to provision of Section 197 |
| 197 | Remuneration to be paid to the Directors |
| 304 | In case of Voluntary wound up of Company |
| 310 | Appointment of Official Liquidator and fixing his Remuneration |
| 311 | To fill Casual Vacancy in office of Official Liquidator caused by way of Death, Resign or Removal |
| 314 | Official Liquidator call General Meeting to get sanction of the company |
| 318 | Approval of report of Official Liquidator by Shareholders for approval |
Matters Requiring Special Resolution as per Company Act 2013
| Section No | Matters Requiring Special Resolution as per Company Act 2013 |
| 5 | Alteration of Article Of Association while converting from Private Limited to Public Limited and Vice Versa |
| 12 | To change the Registered office of the company outside the Local limits of the city, town or village |
| 13 | For Alteration of Memorandum of Association of the Company |
| 14 | For Alteration of Article of Association of the Company |
| 13 & 27 | Change in the Object Clause of Memorandum of Association of the Company |
| 41 | To issue Global Depository Receipt in any Foreign Country |
| 54 | Issue of Sweat Equity Shares ( Except this share cannot be issued at discount ) |
| 62 | For 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 |
| 66 | Reduction of Share Capital |
| 68 | Buy Back of Shares |
| 71 | To issue Debenture convertible into shares , wholly or partly |
| 140 | Removal 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 |
| 165 | Member of the company may by Special Resolution specify any lesser number of Companies in which a Director of the Company may act as Director |
| 180 | Restriction on power of Board |
| 186 | Loans and Investment by the Company |
| 196 | Appointment of persons aged 70 years or more as Managing Director, Whole Time Director or Manager |
| 197 | To pay Remuneration to Directors in excess of Schedule V |
| 210 | To apply to Central Government for conduction Investigate the affairs of the Company |
| 212 | To apply to Serious Fraud Investigation Office for conduction Investigate the affairs of the Company |
| 248 | To make an application to Registrar for Striking off the name of Company |
| 262 | Approval of Scheme of Merger and Amalgamation |
| 271 | Winding up of Company by Tribunal |
| 304 | For Voluntary Winding Up of Company |
| 314 | Official Liquidator call General Meeting to get sanction of the company |
| 319 | To grant power to Official Liquidator to accept Shares ets as Consideration for sale of Property of the Company |
| 343 | Company Liquidator to exercise certain powers subject to sanction by Special Resolution and Prior approval of Tribunal |
| 371 | For Adoption of Table F in Schedule I ( Article Of Association ) |
Author Bio
Appointment, reappointment and removal of Independent director of the listed entity shall be subject to the approval of shareholder by way of Special resolution.
Section 5 and 14 listed above are not correctly captured. S.5 is for alteration of AOA among other things like entrenchment etc and S.14 is for AOA alteration for private to public and vice versa etc.
Whether same director can sign resolution who the company is authorising to sign the agreements?
Under which Section?