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MATTERS REQUIRING SANCTION OF SHAREHOLDERS BY SPECIAL RESOLUTIONS

Section Description of the matter

17(1)/(2) & 17(A)

To alter the provisions of the memorandum, with respect to the place of registered office of a company from one state to another (subject to confirmation by CLB) or its objects and change of registered office within a state but to the jurisdiction of another registrar (subject to confirmation from regional director).

21

To change the name of the company, subject to approval of the Central Government.

25(3)

To omit the word ‘Limited’ or the words ‘Private Limited’.

31(1)

To alter the articles of association of a company

77A

To buyback own shares.

81(1A)

To offer further shares to any person (whether or not those persons include members).

81(3)(b)

To approve the term providing for an option to convert the debentures or loans containing such term, into shares of the co., other than those issued to, or obtained from the Government or any specified institution, so as to exempt the increase in the capital of the company, by the exercise of such option, from the operation of the section.

99

To determine that any portion of the share capital shall not be called up except in the event of winding up.

100

To reduce the share capital, subject to confirmation by court.

106

Alteration of rights of holders of special classes of shares.

146(2)

To remove the registered office of a company outside the local limits of the city, town or village in which it is situated.

149(2A)

To commence any business specified in ‘other objects’ by public company.

163(1)

To keep registers, indexes, returns, copies of certificates and documents required to be annexed thereto at any other place within the city, town or village in which the registered office is situated.

208(2)

To pay interest out of capital if not authorised by the articles, thereafter sanction of Central Government is to be obtained.

224A

Appointment of Auditor for companies having not less than 25% of subscribed capital held by Govt. cos., financial institutions, nationalised banks etc.

237(a)(i)

To have the affairs of a company investigated by inspectors appointed by the Central Government.

294AA(3)

Appointment of sole selling agents by a company whose paid-up capital is Rs. 50 lacs or more.

309(1)

To determine the remuneration payable to a director, if the articles so require in the case of a public company or its subsidiary.

309(4)

To authorise remuneration to a director who is neither in the wholetime employment of the company nor a Managing Director by way of commission.

314(1)

For a director holding an office or place of profit or his specified associate holding an office or a place of profit carrying monthly remuneration of Rs. 10,000 or more under the co. or its subsidiary.

314(1B)

For a director’s or manager’s relative, private companies etc. specified in the section to hold office or place of profit under the company at a monthly remuneration of Rs. 20,000 or more.

323(1)

To alter the memorandum of a limited company so as to render unlimited the liability of its director, or manager, if so authorised by the articles.

370(1)

To make loan to or give guarantee or provide security to another co. above the specified limits.

370A

To extend the period of six months for the enforcement by the company of the repayment of the loan or to revoke the guarantee or security failing u/s. 370.

372A

To give loans or guarantees to other companies or on making investment in shares of the other companies (w.e.f. 31-10-1998).

433(a)

To get the company wound up by the Court.

484(1)(b)

To have the company wound up voluntarily.

494(1)

To authorise liquidator to accept shares etc. as consideration for sale of company’s property.

512(1)(a)

For the exercise by the liquidator in a member’s winding up of powers specified in clauses (a) to (d) of sub-section (1) of S. 457.

517(1)

For the arrangement between the co. and its creditors so as to bind the company and its members.

546(1)(b)

Liquidator to exercise certain powers in voluntary winding up.

550(1)(b)

To direct the disposal of books and papers after completion of winding up and when the company is about to be dissolved.

579(1)

A company registered in pursuance of part IX of the Companies Act to alter the form of its constitution by substituting memorandum and articles for a deed of settlement.

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