Special resolution [section 189(2)]

According to section 189(2), a resolution is a special resolution when –

(i)       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

(ii)     The notice required under the companies Act has been duly given of the general meeting;

(iii)    The votes cast in favour of the resolution by members present in person or by proxy are not less than 3 times the number of votes, if any, cast against the resolution. Abstentions, if any, are not to be taken into account.

Some of the matters for which special resolution is required to be passed are:

(i)          To alter object clause of Memorandum;

(ii)        To change the registered office of the company from one state to another

(iii)       To reduce share capital of the company; and

(iv)      To alter Articles of Association.