A: ITEMS REQUIRING SPECIAL RESOLUTION
SECTIONS SUBJECT
16 Alteration of condition of memorandum
17 Change of registered office or objects clause in memorandum
81(1A) Issue of further shares to persons other than holders of equity shares.
99 Conversion into Reserve Capital
146 Removal of registered office outside the local limits.
149 Commencement of new business
163 Keeping Registrar of members at a place other than registered office.
208 Payment of interest out of capital.
224A Appointment of auditors in certain cases.
237 Investigation of affairs of the company
294AA Appointment of auditors in certain cases.
309 Payment of remuneration to directors, if required by articles.
314 Appointment of sole selling agents in certain cases
323 Making liabilities of directors or manager unlimited.
370 Loans to other bodies corporate
3701A Extension of time for repayment of loan.
494 Authorising liquidator to accept shares etc.
512 Exercise of certain powers b liquidators in winding up by court
517 Approval of arrangement with creditors
546 Exercise of certain powers by liquidator in voluntary winding up
550 Disposal of Books and papers upon winding up.
B. RESOLUTIONS REQUIRING SPECIAL NOTICE
224 (5) Appointment of auditor in place of first auditors removed at a general meeting.
225 Appointment as auditor a person other than a retiring auditor.
225 Resolution providing expressly that a retiring auditor shall not be reappointed.
257 Appointment as director a person other than the retiring director.
285 Removal of a director before expiry of his period of his office.
285 Appointment of a director ( in place of a director removed before the expiry of his
period of office at the meeting at which director is removed.
C. ITEMS REQUIRING ORDINARY RESOLUTIONS
22 Rectification of company’s name
61 Variation of terms of contract mentioned in prospectus or statement in lieu of prospectus
79 Issue of shares at discount.
81(1A) Issue of further shares with Government’s consent where special resolution is not passed.
32 and 98 Reserve liability upon conversion into a limited company.
121 Cancellation of redeemed debentures superseding the power of the Board to keep them alive.
173 Declaration of Dividends
210 Consideration of annual Accounts.
214 Authorisation of holding company to inspect books of accounts of subsidiary.
224, 225& 233B Removal of an auditor.
255 Appointment of directors – (one third-) where articles do not make provision.
256 Appointment of directors by rotation.
258 Increase or reduction of directors within the limits fixed by articles
284 Increase or reduction of directors and appointment of another in his place
292 Restrictions on exercise of certain powers.
293(1)(a) Sale of undertaking
293(1)(a) Creation of mortgage
293(1)(c) Distribution of compensation
293(1)(d) Barrowing in excess of paid-up capital and free reserves sale of undertaking
293(1)(e) Contributing to charitable and other funds
293(1)(e) Donation
293B Contribution to National Defense Fund
294
Approval of appointment of sole
selling agents.
309
Remuneration of directors.
313
Appointment of alternate directors in
the absence of power in articles.
370 LOAN TO A FIRM IN WHICH A PARTNER IS A BODDY CORPORATE UNDER THE SAME MANAGEMENT.
372(4) INVESTMENT IN OTHER BODIES CORPORATE.
372(5)
INVESTMENT BY DIRECTORS.
383A APPOINMENT OF THE SECRETARY FOR THE COMPANY.
383A APPOINMENT OF THE SECRETARY IN WHOLE TIME PRACTICE FOR COMPLIANCE CERTIFICATE
384
Voluntary winding up of chairman.
490
Appointment and fixation of
remuneration of liquidators in a members
voluntary winding up .
491
Filling in vacancy in the office of
liquidator.
491 Authorising
directors to exercise certain powers after appointment of
liquidators.
496-497
Consideration of accounts laid by
liquidators in voluntary winding up.
502
Nomination of Committee of Inspectors
a creditors voluntary winding up
503
Appointment of committee of inspection
a creditors voluntary winding up
Consideration of accounts laid by liquidator in a creditors voluntary winding up.
508
ACCOUNTS OF THE LIQUIDATOR
D. RESOLUTIONS UNDER THE ARTICLES (TABLE A):
REGULATION
2 : ISSUE OF REDEEMABLE PREFERENCE SHARES.
REGULATION3-4 : VARIATION OF RIGHTS OF CLASS OF SHAREHOLDERS/
REGULATION 5 :
PAYMENT OF COMMISSION
OF ISSUE OF SHARES.
REGULATION
7-8 : ISSUE OF DUPLICATE SHARE CERTIFICATES.
REGULATION
9 :
EXERCISE OF LIEN ON SHARES.
REGULATION 10-12 :
SALE OF SHARES IN
ENFORCEMENT OF LIEN.
REGULATION 13 :
CALL ON SHARES.
REGULATION 16 :
INTEREST ON UNPAID
CALLS.
REGULATION 18 :
CALL IN ADVANCE.
REGULATION 19/22 : APPROVAL / REJECTION OF
TRANSFERS.
REGULATION 23 :
SUSPENSION OF
REGISTRATION OF TRANSFERS.
REGULATION
24 :CONSOLIDATION OF SHARE CERTIFICATES.
REGULATION 24 :
FEE ON
REGISTRATION OF DOCUMANTS.
REGULATION 31 :
FORFEITURE OF SHARES.
REGULATION 32/33 : SALE OF FORFEITED
SHARES.
REGULATION 34 : DECLARATION AND NOTICE
REGARDING FORFEITURE
REGULATION
44/45 : ALTERATION OF CAPITAL.
REGULATION 46 :
MODIFICATION OF CAPITAL.
REGULATION 47/48 : CONVENING OF EXTRA ORDINARY GENERAL MEETING
REGULATION 50/52 :
CHAIRMAN OF MEETING.
REGULATION 53 :
ADJOURNMENT OF MEETING.
REGULATION 65 :
PAYMENT OF
SITTING FEE.
REGULATION 65 :
REIMBURSEMENT
OF EXPENSES TO DIRECTORS.
REGULATION 68 : ADOPTION OF
COMMON SEAL.
REGULATION 69 : FOREIGN
REGISTER OF MEMBERS.
REGULATION 70 : OPERATION OF
BANKING ACCOUNT( N I ACT)
REGULATION 72 : APPOINTMENT
OF ADDITIONAL DIRECTOR.
REGULATION 73 : BOARD
MEETING ON FIXED DAYS.
REGULATION 76 : ELECTION OF
CHAIRMAN.
REGULATION 77/79 : APPOINTMENT OF
COMMITTEE.
REGULATION 81 : RESOLUTION
BY CIRCULATION.
REGULATION 82/83 : APPOINTMENT OF
SECRETARY
REGULATION 84 : AFFIXATION
OF SEAL.
REGULATION 85 : NO DIVIDEND
RESOLUTION.
REGULATION 86 : INTERIM
DIVIDEND.
REGULATION 96 :
CAPITALISATION OF PROFIT.
REGULATION 96 : ISSUE OF
BONUS SHARES.
E. MISCELLANEOUS RESOLUTIONS
1.. APPROVAL OF AGREEMENT
2. ARBITRATION
3. AUTHORITY FOR COURT MATTERS
4. APPROVAL OF BUDGET
5. BANK ACCOUNT CASH CREDIT ETC
6. CAPITAL ASSETS REVALUATION
7. CAPITAL ASSETS SALE
8. CAPITAL EXPENDITURE
9. POWER TO DEAL WITH GOVERNMENT
10. BANK GUARANTEES
11. LEGAL PROCEEDINGS