S. No.
Corporate Action
Applicable Section
Description
1.
Entrenchment
5(3)
Provisions for entrenchment by a public company u/s 5(3) is to be made either on formation of a company, or by an amendment in the articles agreed to by a special resolution.
2.
Change in registered office of the Company
12(5)
When a company has to change the registered office of the Company in accordance with Section 12(5).
3.
Alteration of MoA
13(1)
Save as provided in section 61, when a company has to alter the provisions of its memorandum.
4.
Change in object of a public company which has raised money from public through prospectus and still has unutilised amount.
13(8)
When a company, which has raised money from public through prospectus and still has any unutilised amount out of the money so raised, intends to change its objects for which it raised the money through prospectus.
5.
Alteration of AoA
14
When a company intends to alter its articles including alterations having the effect of conversion of— (a) a private company into a public company; or (b) a public company into a private company, subject to the provisions of the Act and the conditions contained in Company’s MoA, if any.
6.
Variation in terms of a contract referred to in the prospectus or objects for which the prospectus was issued
27(1)
When a company at any time has to vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued.
7
Issue of depository receipts in any foreign country
41
When a company has to issue depository receipts in any foreign country.
8
Vary rights attached to the shares of any class
48(1)
When share capital of the company is divided into different classes of shares, and the company intends to vary the rights attached to the shares of any class in accordance with Section 48(1), if (a) such action is permitted under the AoA or MoA of the company, or (b) such variation is not prohibited by the terms of issue of the shares of that class.
9
Issue of Sweat Equity Shares
54(1)
When a company has to issue sweat equity shares of a class of shares already issued, subject to the conditions mentioned in Section 54(b), (c) and (d).
10
Increase in subscribed capital by the issue of further shares
62(1)(b) and (c)
When a company having a share capital proposes to increase its subscribed capital by the issue of further shares and such shares are to be offered to- (a) employees under a scheme of employees’ stock option, or (b) to any persons either for cash or for a consideration other than cash (when the price of such shares is determined by the valuation report of a registered valuer), as per Section 62.
11
Reducing Share Capital
66(1)
When a company limited by shares or limited by guarantee and having a share capital, intends to reduce its share capital in any manner, (subject to confirmation by the Tribunal). For example, (a) extinguishing or reducing the liability on any of its shares in respect of the share capital not paid-up; (b) cancelling any paid-up share capital which is lost or is unrepresented by available assets, (c) pay off any paid-up share capital which is in excess of the wants of the company.
12
Purchase of its own shares or other specified securities (buy-back)
68
When a company intends to purchase its own shares or other specified securities out of—(a) its free reserves; (b) the securities premium account
or (c) the proceeds of the issue of any shares or other specified securities and such buy-back is authorised by its articles. The requirement for special resolution is not applicable in the following cases-
(i) where the buy-back is, 10% or less of the total paid-up equity capital and free reserves of the company; and
(ii) such buy-back has been
13
Issue of debentures with an option to convert such debentures into shares
71(1)
When a company intends to issue debentures with an option to convert such debentures into shares wholly or partly.
14
Registers of the Company to be kept at a place other than the Registered Office
94(1)
When registers or copies of return of a company is to be kept at a place in India, other than the registered office of the company, in which more than one-tenth of the total number of members entered in the register of members reside.
15
Removal of auditor appointed u/s 139 before the expiry of his term
140(1)
When the auditor appointed u/s 139 is to be removed from his office before the expiry of his term, after obtaining the prior approval of the Central Government to that effect and giving the auditor a reasonable opportunity of being heard.
16
Appointment of more than 15 directors
149(1)
When a company intends to appoint more than fifteen directors, i.e. number of directors beyond statutory limit provided under Section 149(1)(b).
17
Reappointment of Independent Director
149(10)
When a company intends to reappoint an independent director after he has served for a term up to five consecutive years on the Board of the company
18
Specify any lesser number of companies in which a director of the company may act as director
165(2)
Section 165(1) provides that no person can hold office as a director, including any alternate directorship, in more than twenty companies (if it is a private company) and in more than ten companies (if it is a public company) at the same time. When a company intends to specify any lesser number of companies for this purpose (i.e. less than 20 or 10) special resolution is required to be passed.
19
Exercise of certain powers by BoD
180(1)
A special resolution is required to be passed when BoD of a company intends to exercise the following powers-
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;
to invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation;
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;
to remit, or give time for the repayment of, any debt due from a director;
20
Giving of any loan or guarantee or providing any security or the acquisition beyond certain
186(3)
When a company intends to- (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account
21
Related Party Transaction
Section 188(1) read with Section 188(3)
When a director or any other employee of a company (having a paid-up share capital of not less than such amount, or for transactions not exceeding such sums, as may be prescribed) has to seek approval and the company has to grant such prior approval for entering into any contract or arrangement with a related party with respect to matter enumerated in Section 188(1).
22
Appointment of a Managing Director, whole-time director, or manager.
196(3)
When a company has to appoint a person as its Managing Director, whole-time director, or manager who has attained the age of seventy years. In such a case, explanatory statement annexed to the notice for such motion should indicate the justification for appointing such person
23
Fixing of remuneration of director
197(4)
When a company has to fix the remuneration payable to the directors of a company, including any managing or whole-time director or manager (if the Articles so requires).
24
Investigation by Central Government
210(1)(b)
When a company desires to intimate central government that the affairs of the company ought to be investigated.
25
Removal of names of companies from the Register of Companies
248
When a company intends to extinguish all its liabilities for the purpose of filing an application to the RoC for removing the name of the company from the register of companies on all or any of the grounds specified in Section 248(1) and the Registrar.
26
Approval for Scheme of Amalgamation of a sick company
Proviso to Section 262
When a company intends to approve a scheme relating to amalgamation of the sick company with any other company.
27
Winding up by Tribunal
271(1)(b)
When a company has to take a resolution that the company be wound up by the Tribunal
28
Voluntary Winding Up
304(b)
When a company is to be wound up voluntarily for any other reasons not covered Section 304(a).
29
Conferring certain powers on the Company Liquidator
319(1)
When a company intends to confer general authority or power on the Company Liquidator to accept shares, etc., as consideration for sale/transfer of whole or any of its business property in the course of being wound.
30
Authorizing Company Liquidator to exercise certain powers
343(1)(b)
When in the course of voluntary winding up, a company intends to authorize Company Liquidator for exercising the following powers- (a) pay any class of creditors in full; (b) make any compromise or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim, against the company, (c) compromise any call or liability to call, debt, and liability capable of resulting in a debt, and any claim, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or alleged to subsist between the company and a contributory or alleged contributory or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets or liabilities or the winding up of the company, on such terms as may be agreed, and take any security for the discharge of any such call, debt, liability or claim, and give a complete discharge in respect thereof
31
Disposal of books and papers of the company upon winding up
347(1)(b)
In the case of voluntary winding up, when the affairs of a company have been completely wound up and it is about to be dissolved, then its books and papers and those of the Company Liquidator has to be disposed in the manner as the company by special resolution with the prior approval of the creditors direct.
32
Application of Table-F in Schedule-I
371(3)(a):
When the company intends to make provisions of Table F in Schedule I applicable to it to any particular extent
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