Special Resolutions under Companies Act, 2013

Section 114 of the Companies Act, 2013 refers to Special Resolution as under:
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 themembers 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 soentitled and voting.
List of Special Resolutions under the Act:
Sl.
No

Section
Ref.

5(4)

2
3

12(5)
13(1) &
13(8)

14

27(1)

41

Details
Alteration of Articles of Association - provisions for
entrenchment u/s 5(3) shall only be made by an
amendment in the articles by a Special Resolution in
case of Public Company
Shifting of Registered office outside local limits of any
city, town and village where such office is situated.
Alteration of Memorandum of Association of the
Company
Alteration of Articles of Association of the Company
Variation in the terms of contract or objects
in prospectus
Issue of Depository Receipts in any foreign country
(GDRs)

48(1)

To vary in the terms of Shareholders rights

54(1)

62(1)(b)
& 62(1)(c)

Issue Sweat Equity Shares

Issue of Further Shares
- To issue further shares to employees of the company
under the schema of employee stock option and issue
to other persons.
- To issue debenture or raising loan

10

66(1)

11

68

12

71(1)

13

94(1)

14

140(1)

Remarks

Postal Ballot
Postal Ballot

Postal Ballot
Postal Ballot
Section yet to be
notified

Reduction of Share Capital

Purchase of its own shares (Buy Back)
Issue of Debentures with an option to convert such
debentures to shares
The company may keep registers, returns etc., at a
place other than the Registered Office, where more
than one-tenth of the total number of members and
whose names have been entered in the Register of
Members reside.
Removal of Auditor who is appointed under section 139
of the Act, before the expiry of his term. Prior approval
of the Central Government is required and auditor to
be given an opportunity to be heard.

Postal Ballot

15

149 (1)

16

149 (10)

17

165(2)

18
19

180(1)

Company may appoint more than 15 directors, i.e.,

beyond the statutory limit provided,by passing of
special resolution.
Reappointment of Independent Director for a further
term, after he/she has served a term of up to 5 years.
The members of a company may specify any lesser
number of companies in which a director of the
company may act as directors, i.e., the members can
restrict the number of directorships below the
statutory limits provided.
Restrictions on powers of Board. The Board may
exercise power as mentioned in Section 180(1) only
upon receipt of shareholder approval
giving loans or extending guarantee or providing
security in excess of the limit specified under section
186(2)

u/s 180(1)(a)
- Postal Ballot
Postal Ballot

20

186(3)
188(1)
r/w
188(3)

21

196(3)

22

197(4)

23

210(1)(b)

24

248

25

Proviso to
262(2)

Approval for scheme of amalgamation of a sick

company

26

271(1)(b)

Winding up by Tribunal

yet to be notified

27

304(b)

Voluntary Winding Up
To confer general power or authority to the company
liquidator to accept shares etc., as consideration for
sale of property of the company in the course of being
wound.
Company Liquidator to be authorized with certain
powers to be exercised during voluntary winding up.
Disposal of books and papers of the company upon
voluntary winding up - When affairs of the company
have been completely wound up and it is about to be
dissolved its books and papers and those of the
company liquidator may be disposed is such manner as
company by special resolution with the prior approval
of the creditors direct, in case of voluntary winding up.

yet to be notified

28

319(1)

29

343(1)(b)

30

347(1)(b)

31

371(3)(a)

32

Schedule
V

Approval for entering into contract with related party,

subject to the limits as prescribed.
Appointment of Managing Director, Whole Time
Director or Manager who has attained the age of 70
years.
Fixing of remuneration of director, including any
managing or whole-time director or manager, if
Articles of the company requires so.
Investigation by the Central Government when a
Company desires to intimate the Central Government
that the affairs of the company must to be
investigated.
Removal of name from the Register of Companies after
extinguishing all its liabilities

Application of Table F in Schedule I

Limits of Managerial Remuneration under Table A & B
of Section II of Part II of Schedule V - shall be doubled
if the resolution passed by the shareholders is a special
resolution.

yet to be notified
yet to be notified

yet to be notified

yet to be notified
yet to be notified