Matters requiring Ordinary Resolutions for Companies (other than Producer Companies):
S.No Section Purpose
1 22 To change the company’s name in accordance with section 22 [subject to previous approval of CG]
2 61 To vary the terms of a contract referred to in the prospectus or statement in lieu of prospectus.
3 79 To authorize the issue of shares at discount [subject to approval of CG]
4 81 To give direction contrary to provisions of section 81(1) regarding further issue of capital by a public company with CG approval and where there is no special resolution to that effect.
5 94(2) To exercise the powers of altering the company’s share capital u/s 94(1)
6 121 To reissue redeemed debentures
7 149(2B) Commencement of new business with Govt. consent where special resolution is passed
8 165 Adoption of statutory report
9 205 Declaration of dividend
10 210 To consider and adopt annual accounts together with the report of board of directors and of auditors
11 214 By a holding company to authorize representatives named in the resolution to inspect the books of account kept by any of its subsidiaries
12 224(1) To appoint auditors and fix their remuneration
13 224(2) Appointment of an auditor, other than retiring auditor or a
resolution that retiring auditor shall not be reappointed.
14 224(5) Proviso (a) To remove auditors and appoint another
15 224(5) Proviso (b) Appointment of first auditors and fixing of their remuneration
16 224(6) Filling of casual vacancy caused by resignation
17 228(3)(a) Audit of accounts of a branch office other than by
company's auditors.
18 255 To appoint not less than two-thirds of the total number of directors of a public company or its subsidiary private company who are liable to retire by rotation; and also the remaining directors of any such company and the directors generally of a private company, in default and subject to any regulations in its articles
19 256 To appoint directors retiring by rotation or some other person in accordance with sub-sections(3) and (4) of section 256
20 257 Appointment of a director who is not a retiring director
proposed by notice from a member.
21 258 Subject to the provisions of sections 252,255 and 259, to increase or reduce the number of directors of the company within the limits fixed by its articles
22 269 &
Sch.-XIII To appoint managing director/whole-time director/manager
23 284 Subject to the provisions of section 284, to remove a director before the expiry of his period of office, and to fill the vacancy by the appointment of another director in his stead at the same meeting, provided special notice of the intended appointment has been given u/s 284(2)
24 292(5) To impose restrictions and conditions on the exercise by the board of directors of any of the powers specified in section 292(1)
25
293(1)(a)
293(1)(b)
293(1)(c)
293(1)(d)
293(1)(e) Subject to the provisions of section 293(3), to give consent to the board of directors of a public company or its subsidiary private company for exercise of the following powers:
To sell, lease or otherwise dispose of whole, substantially the whole of company undertaking
To remit or give time for repayment of any debt due by a director
To invest, otherwise than in trust securities, amount of compensation received by the company in respect of compulsory acquisition after the commencement of the companies Act
To borrow moneys exceeding the aggregate of the paid-up capital and free reserves of the company
To contribute to charitable and other funds not relating directly to the business of the company or the welfare of its employees exceeding in aggregate 50,000 or 5 per cent of its average net profits
26 294 To approve or terminate the appointment of sole-selling agents of the company made by the Board of Directors
27 309 &
Sch.-XIII To approve remuneration payable to directors/managing/whole-time directors
28 313 To authorize the board of directors, in accordance with the provisions of section 313, to appoint alternate directors
29 484(1)(a) To require the company to be wound up voluntarily
30 490(1)(a) To appoint one or more liquidators in a member’s voluntary winding up and to fix his or their remuneration
31 491 To sanction continuance of the powers, if any, of the board of directors in a member’s voluntary winding-up
32 492 In a members’ voluntary winding-up, to fill vacancy in the office of liquidator, subject to any arrangement with creditors
33 502(1) In a creditors’ voluntary winding-up, to nominate a person to be liquidator
34 503(2) In a creditors’ voluntary winding-up, to appoint a number of persons, not exceeding five, to act as members of the committee of inspection
35 565(1)
Proviso (v) Registration of an existing company under the Companies Act, 1956
Matters requiring Ordinary Resolutions for Producer Companies:
S.No Section Purpose
1
581S(1)(a)
To give consent to the board of directors of a producer company to exercise following powers on behalf of that company:
Approval of budget and adoption of annual accounts of the Producer company
2 581S(1)(b) Approval of patronage bonus
3 581S(1)(c) issue of bonus shares
4 581S(1)(d) declaration of limited return and decision on the distribution of patronage
5 581S(1)(e) specify the conditions and limits of loans that may be given by the Board to any director; and
6 581S(1)(f) approval of any transaction of the nature as is to be reserved in the articles for approval by the members
7 581ZA(3)(a) Adoption of articles of producer company
8 581ZA(3)(a) Appointment of Board of Directors of producer company
9 581ZA(3) Issue of bonus shares by a producer company
10 581ZN(1)(a) To transfer its assets and liabilities, in whole or in part, to any other producer company, which agrees to such transfer by a resolution passed at its general meeting, for any of the objects specified in section 581B
11 581ZN(1)(b) divide itself into two or more new Producer companies
12 581ZN(2)(a) To amalgamate with other producer company(ies) and form a new producer company
13 581ZN(2)(b) To merge one producer company with another producer company
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