LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14

LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14

 Section – 3   Conversion of Private Limited Company into One Person Company.
Section – 5 Alteration in AOA of the public limited Company for providing the specified clauses can be altered only if conditions restrictive than those applicable in case of special resolution are met.`
Section – 8 For a company registered under Section- 8 to convert itself into a company of any other kind or alteration of its Memorandum or Articles.
Section – 12 Change of location of registered office in the same State outside the local limits of the city, town or village where it is situated.
Section – 13 Change of registered office from the jurisdiction of one Registrar to that of another Registrar in the same State
Section – 14 Amendment of Articles of a private company for entrenchment of any provisions. (To be agreed to by all members in a private company).
Section – 14 Amendment of Articles of a public company for the entrenchment of any Provisions.
Section – 13 Change in name of the company to be approved by special resolution.
Section – 13(8) A company, which has raised money from public through Prospectus and still has any unutilized amount out of the money so raised, shall not Change its objects for which it raised the money through prospectus unless a special resolution is passed by the company.
Section – 27(1) 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.
Section – 271 (A) 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. (Section still not applicable).
Section – 48(1) 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.
Section – 54 Issue of Sweat Equity Shares.
Section – 55 Issue of preference shares.
Section – 62 (1) (c) Private offer of securities requires the approval of company by special resolution.
Section – 66 (1) Reduction of Share Capital.
Section – 67(3)(b) Special resolution for approving a scheme for the purchase of fully-paid shares for the benefit of employees.

(EXCEPT PRIVATE LIMITED COMPANY)

Section – 68 (2)(b) Buy Back of Shares.
Section – 71 (1) A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption:
Provided that the issue of debentures with an option to convert such debentures into shares, wholly or partly, shall be approved by a special resolution passed at a general meeting.
Section – 94 Keep registers at any other place in India.
Section – 140 Removal of Auditor.
Section – 149(10) Re-appointment of Independent Director.
Section – 165(2) Subject to the provisions of sub-section (1), 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.
Section – 180(a) to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings.

NOT APPLICABLE ON PRIVATE LIMITED COMPANY

Section – 180(b) To invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation.
Section – 180(c) to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the Ordinary Course of Business.
Section – 180(d) To remit, or give time for the repayment of, any debt due from a director.
Section – 185  For approving scheme for giving of loan to MD or WTD.
Section – 186 Loan & Investment by company exceeding 60% of paid up share capital or 100% of free reserve.
Section – 196 Appointment of a person as Managerial Personnel if, the age of
Person is exceeding 70 year.
Schedule V Remuneration to Managerial personnel if, profits of company are Inadequate.
Section – 271 (1) (b) Special Resolution for winding up of the company by Tribunal.
Section – 271 (1) (b) Special Resolution for winding up of company.
Rule 7(1) Chapter- I Conversion of private company into One Person Company.
Section- 455 Special resolution is required by the Company for making an application to the Registrar for obtaining the status of Dormant Company.

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