Special Resolutions under Companies Act, 2013

Special Resolutions under Companies Act, 2013

Section 114 of the Companies Act, 2013 refers to Special Resolution as under:

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.

List of Special Resolutions under the Act:  

Sl. No	Section Ref.	Details	Remarks
1	5(4)	Alteration of Articles of Association - provisions for entrenchment u/s 5(3) shall only be made by an amendment in the articles by a Special Resolution in case of Public Company
2	12(5)	Shifting of Registered office outside local limits of any city, town and village where such office is situated.	Postal Ballot
3	13(1) & 13(8)	Alteration of Memorandum of Association of the Company	Postal Ballot
4	14	Alteration of Articles of Association of the Company
5	27(1)	Variation in the terms of contract or objects in prospectus	Postal Ballot
6	41	Issue of Depository Receipts in any foreign country (GDRs)
7	48(1)	To vary in the terms of Shareholders’ rights	Postal Ballot Section yet to be notified
8	54(1)	Issue Sweat Equity Shares
9	62(1)(b) & 62(1)(c)	Issue of Further Shares - To issue further shares to employees of the company under the schema of employee stock option and issue to other persons. - To issue debenture or raising loan
10	66(1)	Reduction of Share Capital
11	68	Purchase of its own shares (Buy Back)	Postal Ballot
12	71(1)	Issue of Debentures with an option to convert such debentures to shares
13	94(1)	The company may keep registers, returns etc.,at a place other than the Registered Office, where more than one-tenth of the total number of members and whose names have been entered in the Register of Members reside.
14	140(1)	Removal of Auditor who is appointed under section 139 of the Act, before the expiry of his term. Prior approval of the Central Government is required and auditor to be given an opportunity to be heard.
15	149 (1)	Company may appoint more than 15 directors, i.e., beyond the statutory limit provided,by passing of special resolution.
16	149 (10)	Reappointment of Independent Director for a further term, after he/she has served a term of up to 5 years.
17	165(2)	The members of a company may specify any lesser number of companies in which a director of the company may act as directors, i.e., the members can restrict the number of directorships below the statutory limits provided.
18	180(1)	Restrictions on powers of Board. The Board may exercise power as mentioned in Section 180(1) only upon receipt of shareholder approval	u/s 180(1)(a) - Postal Ballot
19	186(3)	giving loans or extending guarantee or providing security in excess of the limit specified under section 186(2)	Postal Ballot
20	188(1) r/w 188(3)	Approval for entering into contract with related party, subject to the limits as prescribed.
21	196(3)	Appointment of Managing Director, Whole Time Director or Manager who has attained the age of 70 years.
22	197(4)	Fixing of remuneration of director, including any managing or whole-time director or manager, if Articles of the company requires so.
23	210(1)(b)	Investigation by the Central Government when a Company desires to intimate the Central Government that the affairs of the company must to be investigated.
24	248	Removal of name from the Register of Companies after extinguishing all its liabilities	yet to be notified
25	Proviso to 262(2)	Approval for scheme of amalgamation of a sick company	yet to be notified
26	271(1)(b)	Winding up by Tribunal	yet to be notified
27	304(b)	Voluntary Winding Up	yet to be notified
28	319(1)	To confer general power or authority to the company liquidator to accept shares etc., as consideration for sale of property of the company in the course of being wound.	yet to be notified
29	343(1)(b)	Company Liquidator to be authorized with certain powers to be exercised during voluntary winding up.	yet to be notified
30	347(1)(b)	Disposal of books and papers of the company upon voluntary winding up - When affairs of the company have been completely wound up and it is about to be dissolved its books and papers and those of the company liquidator may be disposed is such manner as company by special resolution with the prior approval of the creditors direct, in case of voluntary winding up.	yet to be notified
31	371(3)(a)	Application of Table F in Schedule I
32	Schedule V	Limits of Managerial Remuneration under Table A & B of Section II of Part II of Schedule V - shall be doubled if the resolution passed by the shareholders is a special resolution.