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: (ii) Appointment of managing director, whole-t

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 Appointment of Managing Director, Whole-time Director or Manager: As per Section 196(3)(a) of the Act, no company shall appoint or continue the employment of any person as its managing director, whole time director or manager who is below the age of twenty-one years or has attained the age of seventy years. Proviso 196(3)(a) states that appointment of a person who has attained the age of seventy years may be made by passing a special resolution in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person.