pri Special / Ordinary resolution under Companies Act, 2013 Special / Ordinary resolution under Companies Act, 2013
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 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

Qualification: CA in Job / Business
Company: EVEREADY INDUSTRIES INDIA LIMITED
Location: KOLKATA, West Bengal, IN
Member Since: 20 Mar 2019 | Total Posts: 3

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2 Comments

  1. Sandy says:

    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.

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