Explain the requirements to be followed before passing a special resolution. State the circumstances under which a special resolution is to be passed in the following cases: (i) Loans and investments by a company

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2015
Explain the requirements to be followed before passing a special resolution. State the circumstances under which a special resolution is to be passed in the following cases: (i) Loans and investments by a company

Answer & Explanation:

Requirements to be followed before passing special resolution: There are some requirements which make a resolution a special resolution: 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 the members of the resolution; the notice required under this Act has been duly given; and 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 so entitled and voting. Circumstances for Special Resolution for Loans and Investments: As per the provisions of section 186 of the Act, no Company shall, directly or indirectly: give any loan to any person or other body corporate; give any guarantee, or provide security, in connection with a loan to any other person body corporate or person; and 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, whichever is more unless the same is previously authorised by a special resolution passed in a general meeting.

Topics: Company Law

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