Matters Requiring Sanction of Shareholders by Special Resolution

Listing of matters requiring sanction of shareholders by Special Resolution as per the Companies Act, 2013.

Sr. No.	*Section Number*	*Matter for resolution*	*Whether notified as on 1st April, 2016*
1	5(4)	*"Entrenchment Provisions:* The articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with. The provisions for entrenchment shall only be made either on formation of a company, or by an amendment in the Articles agreed to by all the members of the company in the case of a private company and by a special resolution in the case of a public company."	Yes
2	12(5)	*Change of Registered Office:* Except on the authority of a special resolution passed by a company, the registered office of the company shall not be changed,— (a) in the case of an existing company, outside the local limits of any city, town or village where such office is situated at the commencement of this Act or where it may be situated later by virtue of a special resolution passed by the company; and (b) in the case of any other company, outside the local limits of any city, town or village where such office is first situated or where it may be situated later by virtue of a special resolution passed by the company.	Yes
3	13	For alteration of MoA of the company	Yes
4	14	For alteration of AoA of the company	Yes
5	27	*Change in Objects of an Issue:* A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except subject to an authority given by the company in general meeting by way of special resolution.	Yes
6	41	*Issue of GDR:* A company may, after passing a special resolution in its general meeting, issue depository receipts in any foreign country in such manner, and subject to such conditions, as may be prescribed.	Yes
7	48	*Variation of rights:* Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class.	No
8	54	*Sweat Issue:* Issue of Sweat Equity Share and some other conditions with respect to issue.	Yes
9	62	Further Issue of Shares	Yes
10	66	*For reduction of share capital*	Yes
11	68	*Buyback of share capital*	Yes
12	71	*For issuing Debenture convertible into share, wholly or partly.*	Yes
13	94	*Register to be kept outside India:* Registers or copies of return may also be kept at any other place in India in which more than one-tenth of the total number of members entered in the register of members reside, if approved by a special resolution passed at a general meeting of the company and the Registrar has been given a copy of the proposed special resolution in advance.	Yes
14	140	*Removal of Auditor:* The auditor appointed under section 139 may be removed from his office before the expiry of his term only by a special resolution the company, after obtaining the previous approval of the Central Government in that behalf in the prescribed manner.	Yes
15	149(1)	*Appointment of more than 15 directors:* A company may appoint more than fifteen directors after passing a special resolution.	Yes
16	149(10)	*Reappointment of Independent Director:* An independent director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the company and disclosure of such appointment in the Board's report.	Yes
17	165	*Lesser other directorship:* The members of a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors.	Yes
18	180	Restrictions on power of the Board.	Yes
19	186	Loan and Investment by a company.	Yes
20	188	Related Party Transactions.	No
21	196	Appointment of persons aged 70 years or more as MD, Whole time director or manager.	Yes
22	197	The remuneration payable to the directors of a company, including any managing or whole-time director or manager, shall be determined, in accordance with and subject to the provisions of this section, either by the articles of the company, or by a resolution or, if the articles so require, by a special resolution, passed by the company in general meeting and the remuneration payable to a director determined aforesaid shall be inclusive of the remuneration payable to him for the services rendered by him in any other capacity.	Yes
23	210	SR is required to be passed for intimation to the CG that the affairs of the company ought to be investigated.	Yes
24	212	SR is required to be passed for intimation to the CG that the affairs of the company ought to be investigated by the Serious Fraud Investigation Office.	Yes
25	248	SR required or consent of 75% of shareholder required for making an application to RoC for striking off the name of the company.	No
26	262	Approval of shareholder in General Meeting for scheme of merger and amalgamation of sick company with other company.	No
27	271	SR passed resolving winding up of the company by Tribunal.	No
28	304	For voluntary winding up of the company.	No
29	314	The Company Liquidator shall call general meetings of the company for the purpose of obtaining the sanction of the company by ordinary or special resolution, as the case may require, or for any other purpose he may consider necessary.	No
30	319	SR granting power to the company liquidator to accept share etc. as a consideration for sale of property of company. And/or in case the liquidator elects to purchase the member's interest, the manner of raising the money must be determined by SR.	No
31	321	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 and acceded to by the creditors who hold three-fourths in value of the total amount due to all the creditors of the company.	No
32	343	Company liquidator to exercise certain powers subject to sanction by a SR and prior approval of the Tribunal.	No
33	347	SR in case of voluntary wind up, for determining the manner for disposing the books and papers of the company completely wound up and to be dissolved.	No
34	371	For adoption of Table F in Schedule I.	Yes

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.