List of Ordinary and Special Resolutions

Matters Requiring Ordinary Resolution as per Company Act 2013

Section No Matters Requiring Ordinary Resolution as per Company Act 2013

Where Registrar direct to change the name of the company within 3
4
months
Where Central Government direct to change the name of the company
16
within 3/6 months
Alteration of Memorandum of Association ( Increase /Consolidate/
61
sub-divide/ convert/ cancellation of Share Capital)
Capitalization of Company profit or Reserves to issue fully paid bonus
63
shares
Unlimited company to provide for reserve share capital on conversion
65
into a limited company
73 & 76 Accepting deposits from public
102 read
with 123,
Ordinary Business transacted at Annual General Meeting only
139, 140,
142, 152
148 Fixing of Remuneration of Cost Accountant
161 Appointment of Alternate Director
Removal of Director before expiry of term except Director appointed
169
by Company Law Tribunal/ Board
Contribution to Charitable Trust in excess on 5 % of its Average Net
181
Profit for 3 immediately preceding financial years
Restricted Non cash transactions involving Directors requires approval
192
of shareholders
Appointment of Managing Director, Whole Time Director, Manager,
196
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
To fill Casual Vacancy in office of Official Liquidator caused by way
311
of Death, Resign or Removal
Official Liquidator call General Meeting to get sanction of the
314
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
Alteration of Article Of Association  while converting from Private
5
Limited to Public Limited and Vice Versa
To change the Registered office of the company  outside the Local
12
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
Change in the Object Clause of Memorandum of Association of the
13 & 27
Company
41 To issue Global Depository Receipt in any Foreign Country
Issue of Sweat Equity Shares ( Except this share cannot be issued at
54
discount )
For issuing further shares to Employees of the Company under the
62 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
Removal of Auditor appointed U/s 139 before expiry of his term and
140
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
Member of the company may by Special Resolution specify any lesser
165 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
Appointment of persons aged 70 years or more as Managing Director,
196
Whole Time Director or Manager
197 To pay Remuneration to Directors in excess of Schedule V
To apply to Central Government for conduction Investigate the affairs
210
of the Company
To apply to Serious Fraud Investigation Office for conduction
212
Investigate the affairs of the Company
To make an application to Registrar for Striking off the name of
248
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
To grant power to Official Liquidator to accept Shares ets as
319
Consideration for sale of Property of the Company
Company Liquidator to exercise certain powers subject to sanction by
343
Special Resolution and Prior approval of Tribunal
371 For Adoption of Table F in Schedule I ( Article Of Association )