LIST OF RESOLUTION OR ARRANGEMENTS NEED TO BE FILED WITH ROC IN MGT-14
Section 117 of the
Companies Act, 2013 cast an obligation on the company to file copy of following
resolution or arrangements with ROC within 30 days of passing of following resolutions
or making arrangements.
a)
All special
resolutions
b)
Resolutions agreed by all members of the
company or if not so agreed by all members, would not have been effective
unless passed as special resolutions.
c) Any
resolution of the Board of Directors or agreement executed by the company, relating
to the appointment, re-appointment or renewal of appointment or variation of
the term of appointment, of a managing director.
d) resolutions or agreements which have been agreed to by any class
of members but which, if not so agreed to, would not have been effective for
their purpose unless they had been passed by a specified majority or otherwise
in some particular manner; and all resolutions or agreements which effectively
bind such class of members though not agreed to by all those members;
e) resolutions passed by a company according consent to the exercise
by its Board of Directors of any of the powers under clause (a) and clause (c) of sub-section (1) of section 180;
f) resolutions requiring a
company to be wound up voluntarily passed in pursuance of section 304;
g) resolutions passed in pursuance of sub-section (3) of section 179; and
h) any other resolution or
agreement as may be prescribed and placed in the public domain..
As per Sub Section (3) of Section 179, the
Board of directors shall exercise the following power of the company by means of resolutions passed
at meetings of the Board:-
(Therefore following resolutions
passed by the Board shall also need to be filed with ROC in MGT-14)
a)
to make
calls on shareholders in respect of money unpaid on their shares;
b)
to
authorise buy-back of securities under section 68;
c)
to issue
securities, including debentures, whether in or outside India;
d)
to borrow
monies;
e)
to invest
the funds of the company;
f)
to grant
loans or give guarantee or provide security in respect of loans;
g)
to approve
financial statement and the Board’s report;
h)
to
diversify the business of the company;
i)
to approve
amalgamation, merger or reconstruction;
j)
to take
over a company or acquire a controlling or substantial stake in another company;
k)
any other matter which may be prescribed
RULE 8 of “Companies (Meetings of Board and its
Powers) Rules, 2014” provide following other powers which shall be exercise
by the board only through board meeting,
(Therefore
following resolutions passed by the Board shall also need to be filed with ROC
in MGT-14)
a) to
make political contributions;
b) to
appoint or remove key managerial personnel (KMP);
c) to
take note of appointment(s) or removal(s) of one level below the Key Management
Personnel;
d) to
appoint internal auditors and secretarial auditor;
e) to
take note of the disclosure of director’s interest and shareholding;
f) to
buy, sell investments held by the company (other than trade investments),
constituting five percent or more of the paid up share capital and free
reserves of the investee company;
g) to invite or accept or renew public deposits
and related matters;
h) to review or change the terms and conditions
of public deposit;
i) to
approve quarterly, half yearly and annual financial statements or financial
results as the case may be.
Moreover a company need to file in advance, a copy of special
resolution in MGT- 14, if it wants to kept its registers and copies of annual
returns outside the registered office, in accordance with the provisions of
section 94(1).
Postal ballot resolution(s) under Section 110 are also require
to be filed with ROC in MGT-14.
Thank you:
Kashif Ali
268, Business India Complex,
Uday Park, New Delhi-110049
Call us : +91 9718483209
Note: Kindly note that the entire contents of this document have been
developed on the basis of relevant statutory provisions and as per the
information existing at the time of preparation i.e. Act, notification, clarifications & circular
issued till 23RD May 2014. Though we have made upmost efforts to provide
authentic information, however we do not undertake any liability in any way
whatsoever, to any person in respect of anything arising by reliance upon the
content of this article.
