Matters Requiring Sanction by Special Resolution Under Companies Act 2013


Matters Requiring Sanction by Special Resolution Under Companies Act 2013

(1) Alteration of article under entrenchment [Section 5(3)]

(2) Shifting of Registered Office outside local limit [Section 12(5)]

(3) Alteration of Memorandum [Section 13(1)]

(4) Change in object clause where money raised from public through prospectus and still has unutilized amount out of the money so raised [Section 13(8)]

(5) Conversion of private company into public company [Section 14(1)]

(6)        Conversion of Public company into private company [Section 14(1)]

(7)      Variation in the terms of a contract referred to in the prospectus or objects for which the prospectus was issued [Section 27(1)]
(8)        Issue of Global Depository Receipt [Section 41]

(9)        Variation of Shareholders rights[Section 48(1)]

(10)     Issue of sweet equity shares [Section 54(1)]

(11)     Issue of share capital under employee’s stock options [Section 62(1)(b)]

(12)   Issue of share capital to any person other than members or employees [Section 62(1)(c)]

(13)     Issue of convertible debenture [Section 62(1)(c)]
(14)     Reduction of Share Capital [Section 66(1)]

(15)   Funding of purchase of share by trust for benefit of employees [Section 67(3)]

(16)     Buy back of shares other than through Board Resolution [Section 68(2)]

(17)     Issue of Convertible Debenture [Section 71(1)]

(18)     Place of keeping registers and returns other than registered office [Section 94(1)]

(19)     Removal of auditor before expiry of term [Section 140(1)]
(20)     Appointment of more than fifteen directors [Section 149(1)]

(21)     Re- appointment of retiring independent director [Section 149(10)]

(22)   Specify a lesser number of companies in which a director may be a director [Section 165(2)]
(23)     Exercise of restricted powers by Board [Section 180(1)]

(24)  Related Party Transaction in certain companies or above certain threshold limit [Section 188(1)]

(25)     Approval of certain non cash transaction with directors [Section 192(1)]
(26)  Appointment of managing director or whole time director or manager who has attained age of seventy [Section 196(2)]
(27)  Appointment of managing or whole time director or manager on certain terms [Section 197(4)]
(28)     Request for investigation of affairs of the Company [Section 210(1)]
(29)  Removal of the name of the company from the Register of Companies [Section 248(2)]
(30)     Sanction of scheme by a sick company [Section 262(2)]
(31)     Resolution for winding up of company by Tribunal [Section 271(1)]
(32)     Voluntary winding up [Section 304]
(33)     Power to remove and fill casual vacancy of company liquidator [Section 311]
(34)  Power of company liquidator to accept certain consideration on sale of company property [Section 319(1)]
(35)     Arrangement binding on company and creditors [Section 321(1)]
(36)     Company liquidator to exercise certain powers [Section 342(1)]
(37)     Disposal of books and papers [Section 347(1)]
(38)  Applicability of Table F of Schedule I on company registered under Part I of Chapter XXI [Section 371(3)]

Matters Requiring Special Notice
(a)    Resolution for appointment of an auditors other the retiring auditor at an annual general meeting [Section 140(4)].
(b)      Resolution at an annual general meeting to provide that a retiring auditor shall not be re-appointed [Section 140].
(c)   Resolution to remove a director before the expiry of his period of office [Section 169(2)]
(d)   Resolution to appoint another director in place of the removed director [(Section 169(5)]

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