Annexure II

MATTERS REQUIRING MEMBERS’ APPROVAL THROUGH

ORDINARY RESOLUTION

S.No. Section Matter

1. 4(5) Change of name pursuant to direction by Registrar of

Companies

2. 16(1) Rectification of name of the company which resembles

the name of another existing company

3. 20 Fee payable for delivery of document by a company

through a particular mode as per request of a member

4. 43 Issue of shares with differential voting rights

5. 61(1) Company altering memorandum of association (a) to

increase its authorised capital; (b) to consolidate and
divide all or any of its share capital; (c) to convert all
or any of its fully paid up shares into stock and re-
convert such sock; (d) sub-divide its shares and (e)
cancel shares.

6. 63(2) Issue of fully paid up bonus shares

7. 65 Unlimited company to provide for reserve share capital

on conversion into limited company

8. 73(2) To invite, accept deposits from members

9. 102(2) To transact following items of ordinary business at

AGM:
(a) Consideration of financial statements (including
consolidated financial statement, if applicable) and
the reports of the Board of Directors and Auditors;
(b) The declaration of any dividend;
(c) The appointment of directors in place of those
retiring;
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S.No. Section Matter

(d) The appointment of and fixing of the remuneration
of the auditors.

10. 139(1) Appointment of auditors (including ratification in every

AGM and to fix his remuneration

11. 139(6) Failure to appoint first auditors by the Board of a

company (other than a government company)

12. 139(7) Appointment of first auditor of a government company,

in case Board and comptroller of audit general of India
fail to appoint an auditor

13. 139(8) Any casual vacancy in the office of an auditor of a

company (other than government company) caused
by the resignation of the auditor

14. 140(4) To appoint as auditor a person other than retiring

auditor

15. 143(8) To appoint branch auditor

16. 148 To fix the remuneration of cost auditor

17. 151 Appointment of directors elected by small shareholders

18. 152(2) Appointment of directors in general meeting

19. 161(a) Appointment of additional directors appointed by board

of directors

20. 161(b) To authorise the Board to appoint a person as an

alternate director in case articles do not provide

21. 169(a) Removal of directors before expiry of his term

22. 169(b) To appoint a person in place of director removed

23. 179(4) To impose restrictions and conditions on the exercise

by the Board of any of the powers specified in section
179

24. 181 Contribution to Charitable funds in excess of 5% of

the average net profits in the preceding three years
by a company
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S.No. Section Matter

25. 187(3) To impose reasonable restrictions on inspection by any
member or debenture holder of register of investments
not held in its own name (alternatively articles can
impose restrictions)

26. 191(1) Payment to director for loss of office etc.in certain

cases

27. 192(1) Restriction on non-cash transactions involving directors

28. 196(4) Appointment of managing director, whole-time

director or manager

29. 197(1) Remuneration to directors in excess of 5% or 10% or

11% (as the case may be)

30. 197(4) Remuneration to directors for services rendered by

him in any other capacity

31. 197(11) Provision for increase in managerial remuneration

32. 304 Circumstances in which a company may be wound up

voluntarily

33. 310(1) To appoint a company liquidator and recommend fee

to be paid to him

34. 315 Appointment of committees to supervise voluntary

liquidation

35. 318 Liquidator to call a general meeting for laying the final
winding up accounts before it and pass a resolution
for company’s winding up