What is Resolution ??
As Company is a artificial person, it cannot take decisions on its own, it has to give authority or power to someone to take the decisions. The power is given to the Board of Directors of the company. Now if the company has issued shares for the public at the large, than it needs to take the consent of such shareholders also for taking the decisions. The method to take the decisions from the public is taken by resolution. When any resolution is passed by the company than the terms and conditions mentioned in it should be exactly satisfied and if not than penal provisions may apply to it. There are many types of resolutions but majorly there are 3 types of resolutions :
Ordinary ResolutionSpecial ResolutionUnanimous Resolution
What is Special Resolution ??
Now we would talk about the Special Resolution, the meaning of special resolution which is covered u/s 114(2) which means :
Intention of the same is to be mentioned in the notice which is sent to the members of the company.Company should have given notice to the members as per the regulations of the act.Votes in the favour of the resolutions must be not less than the 3 times the number of votes if any, against the resolution.
In simple words, special resolution is a resolution in which the intention of the resolution as special resolution has been specified in the notice and at least 3/4th votes required for passing the special resolution.
Cases where special resolution is required:
For altering Articles of AssociationFor altering Memorandum of AssociationFor changing registered office of the companyFor changing the objects for which the money was raised which was mentioned in the prospectus.For entrenchment under section 5(3)For variation in the shareholders rights.For issue of Sweat equity sharesFor issuing depository receipts in foreign countryFor varying or changing the terms which are mentioned in the prospectus of the companyFor reducing the share capitalFor buy back or purchasing back its own sharesFor increasing the subscribed capitalFor issuing debentures which can further be converted into sharesFor appointing directors for a number of more than 15 in a companyFor removing auditor under section 139For changing the place for keeping the registersFor excersizing some powers by the BOD for which they are not authorisedFor reappointment of Independent DirectorFor any related party transactionFor giving any loan, guarantee or for providing any securityFor fixing remuneration of a DirectorFor removal of name of Company from ROCFor appoinment of MDFor investigation by CGFor winding up of a companyFor voluntary Winding upFor approval of scheme of amalgamationFor conferring certain powers on LiquidatorFor disposal of books of accountFor application in Table-F in Schedule-I
This is the list where special resolution is required to be passed, but this may be illustrative list only, there may be many more cases where such resolution is required to be given.
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