1.

S. 5(4)

Amendment in the AoA for Entrenchment Provisions (i.e. specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution) by:

• a private company – if agreed to by all the members of the Co
• a public company – by a special resolution

2.

R. 7

Conversion of : Pvt Co into OPC, and OPC into Pvt Co

3.

8(4)(ii), R. 21

Conversion of a S. 8 Co into a Co of any other kind

4.

S. 12(5)

Change of Registered Office outside the local limits of any city, town or village where such office is situated

5.

S. 13(1)

Alteration of MoA except Alteration of AuthSh Cap u/s 64

6.

S. 13(2)

Alteration of MoA – Change of name, not being deletion or addition of the word “Private”

7.

S. 13(8)

Change of objects by a Co which has raised money from public through prospectus and still has any unutilized amount out of the money so raised

8.

S. 14

Alteration of AoA including conversion of a pvt co into pub co and vice versa

9.

S. 27

Change in Objects for which prospectus was issued

10.

S. 41

Issue of GDR in any foreign country

11.

S. 42, R. 14(2)(a)

Offer or invitation for subscription of securities on private placement

12.

S. 48

Variation of rights attached to the shares of any class

• With the consent in writing of the holders of NOT < ¾ of the issued shares of that class, or
• by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class

13.

S. 54

Issue of sweat equity shares

14.

S. 55, R. 9(1)

Issue of redeemable preference shares

15.

S. 62(1)(b)

Further Issue of Shares – to employees under ESOS

16.

S. 62(1)(b),
R. 12(5)

Variation of terms of ESOS not yet exercised by employee

17.

S. 62(1)(c)

Further Issue of Shares other than rights issue or ESOS

18.

S. 62(3)

Issue of debentures/raising of loan convertible into shares

19.

S. 66(1)

Reduction of share capital

20.

S. 67(3)(b)

Approval of the scheme pursuant to which a Co can provide money for purchase of/subscription for fully paid-up shares in the Co/its Hold Co

21.

S. 68

Power of a Co to purchase its own securities (i.e., Buyback)

— Buyback of shares >10% of (Paid-up equity capital + free reserves of the Co)

22.

S. 71

Issue Debenture convertible into share, wholly or partly

23.

S. 94(1) proviso & R. 5(2)

Register required to be kept and maintained u/s 88 (i.e. Register of members, debenture holders, other security holders) and copies of annual return to be kept at any other place in India in which > of the total number of members entered in the register of members reside

24.

S. 139(9)(c)

Appointing some other auditor at AGM in place of existing auditor (before the expiry of his/her/its term) or expressly providing that the existing auditor shall not be reappointed

25.

S. 140(1)

Removal of Auditor (before the expiry of his/her/its term)

26.

S. 149(1)

Appointment of > 15 directors

27.

S. 149(10)

Reappointment of ID for 2^nd term of 5 consecutive years

28.

S. 165(2)

Lesser no. of Cos in which a director of the Co may act as director (i.e. restriction on the no. of other directorships of a director of a Co)

29.

S. 185(2), (3)

Approve a scheme for giving any loan to a MD/WTD; Additionally, Advancing any loan, giving guarantee, providing security in connection with loan taken by any person in whom any director of the Co is interested possible

30.

S. 186(3)

Giving of loan or guarantee/providing of security/acquisition of securities beyond the prescribed limit: higher of the following:

• 60% of (paid-up share capital + free reserves + securities premium) or
• 100% of (free reserves + securities premium)

31.

S. 196

Appointment of persons aged > 70 years as MD, WTD or manager

32.

S. 197, Part II of Sec. II of Sch V

Managerial Remuneration in excess of prescribed limits

33.

S. 210(1)(b)

Investigation into affairs of the Co: Spl Reso passed by a Co that the affairs of the Co ought to be investigated

34.

S. 212(1)(b)

Investigation into affairs of the Co by SFIO: Spl Reso passed by a Co that the affairs of the Co are required to be investigated

35.

S. 248(2)

Application to RoC for removing the name of the Co from the register of Cos (i.e., striking off the name of the Co)

36.

S. 371

In case of Partnership Firm, LLP, Co-op. Soc., Society, any other business entity registered as a Co under Ch XXI, Part I of Co Act 2013

“Table F in Schedule I shall not apply unless and except in so far as it is adopted by Spl Reso”