Instances where Special Resolution is to be passed by a Company Under the Companies Act 2013

Section 114 (2) of Companies Act 2013 defines a special resolution as
 

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.

Instances where Special Resolution is to be Passed under the Companies Act 2013

1) Section 12 (5) of CA 2013 states that for change of Registered office outside the local limits of any city, town or village where such office is situated can be made only by passing a special resolution.

2)Section 13 of CA 2013 states that alteration of Memorandum of Association can be made only by passing a special resolution except to increase the authorised share capital of the company.

3)Section 14 of CA 2013 states that the provisions of the Articles of Association of a company can be amended by passing a special Resolution.

4)Section 27 of CA 2013 states that variation in terms of contract or objects in prospectus can be made by passing a special resolution.

5)Section 41 of CA 2013 states that a company can issue Global Depository Receipt only after passing a special Resolution.

6) Section 48 of CA 2013 requires variation of shareholders rights can be made by passing a special resolution.

7) Section 54 of the CA 2013 requires a company  may issue sweat equity shares only after passing a special resolution.

 

8) Section 62 (1) (b) of CA 2013 states that  a company can issue shares under  employee stock option scheme (ESOP)  can do so by passing a special resolution.

9) Section 66 of CA 2013 states that a company may reduce its capital by way of passing a special resolution.

10)Section 68 of CA 2013 states that a company can engage in buy back of its shares by passing a special resolution.

11) Section 71 of the CA 2013 states that a company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption by passing a special resolution.

12) Section 94 of the CA 2013 states that the statutory registers and copies of annual return filed can be kept in a place other than the registered office of the company by passing a special resolution.

13) Section 140 of the CA 2013 says that an auditor can be removed from his office before the expiry of his term only by a special resolution of the company.

14) Section 149 of the CA 2013 states that a company may appoint more than 15 directors by passing a special resolution.

15) Section 149 (10) of the CA 2013 states that a company can reappoint an independent for a second term if he is eligible for reappointment on passing of a special resolution by the company.

16) Section 165 (1) of the CA 2013 states that a person can hold director position maximum in 20 companies only.  Section 165(2) of the CA 2013 states that a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors.

17) Section 180 of the CA 2013 states that the board of directors can exercise certain powers only after passing a special resolution.

18) Section 185 of the CA 2013 states that for granting loan to managing or whole-time director under any scheme of the company shall be approved by a special resolution.

19) Section 186 of the CA 2013 states that loans or guarantee given to directors or to any person can be given only by prior special resolution if it exceeds the limits set by the above section.

20) Section 188 of the CA 2013 states that prior approval by a special resolution is necessary for any transaction which is in excess of the limits prescribed this section.

21) Section 196 of the CA 2013 states that if a person whose age is 70 or more , then , appointment of such person as the managing director or whole-time director of the company can be made only by passing a special resolution.

22) Section 210  of the CA 2013 states that a company may by passing a special resolution , may state that the affairs of the company out to be investigated.

23) Section 212  of the CA 2013 states that a company may by passing a special resolution , may state that the affairs of the company out to be investigated by the serious fraud investigating office.

24) Section 226 of the CA 2013 states that a company may by passing a special resolution, may state that it can be wounded up voluntarily.

25) Section 248   of the CA 2013 states that a company may by passing a special resolution, may request the Registrar of Companies to strike-off the name of the company from its register of members.

26) Section 262 of the CA 2013 states that a company may by passing a special resolution any scheme which relates to amalgamation of the sick company with any other company.

27) Section 271 of the CA 2013 states that a company by special resolution, can resolve that the company be wound up by the Tribunal.

 

28)Section 304 of the CA 2013 states that a company by special resolution, can resolve that the company be wound up by the Tribunal.

29)Section 314 of the CA 2013 states that a liquidator may call for a general meeting and pass a special resolution in the case of voluntary winding up.

30)Section 319 of the CA 2013 states that a company can authorise a liquidator to receive the consideration for sale of property of company by passing a special resolution.

31)Section 321 of the CA 2013 states that any arrangement other than the arrangement referred to in section 319 entered into between the company which is about to be, or is in the course of being wound up and its creditors shall be binding on the company and on the creditors if it is sanctioned by a special resolution of the company.

32)Section 343 of the CA 2013 states that Company Liquidator to exercise certain powers subject to sanction by a special resolution passed by the members.

33) Section 347 of the CA 2013 states that Company Liquidator may dispose its books and papers if he is authorised by a special resolution.

34) As per Table F and Article 6 of CA 2013, the rights attached to any class of shares can be varied by passing a special resolution by that class of shareholders.

35) As per Table F and Article 8 of CA 2013, redeemable preference shares can be issued by a company if it is authorised by special resolution.

36) As per Table F and Article 38 of CA 2013, a company may by passing a special resolution can reduce its share capital or any capital redemption reserve account; or any share premium account.

37) As per Table F and Article 38 of CA 2013, a company may by passing a special resolution can authorise a liquidator to divide the proceeds of winding up among the members.

38) Section 196 & 197 of the CA 2013 in conjunction with the Schedule V – Section , a company with no profit or without central government approval can pay 200% of the salary mentioned in that section to managerial personal if authorised by a special resolution for a period not exceeding three years.