REGISTRATION REQUIRED FOR CERTAIN RESOLUTIONS/AGREEMENTS

Here I am listing out resolutions/agreements requiring registration through filing of form MGT-14 with the ROC Under Section-117 of Companies Act, 2013. As per this section copy of resolution/agreement together with explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within 30 days of passing thereof through filing Form-MGT-14.

For the ease of readers, List of Resolutions (Total 25) is divided in three categories:

  1. Resolutions under section 117(3)
  2. Resolutions under section 179(3)
  3. Resolutions given in rule 8(5) of Companies (Meetings of Board & its Powers) Rules, 2014 read with section 179(3).

Section 117(3)

  • All special resolutions;
  • Resolutions which have been agreed to by all the members of a Company, but which, if not so agreed, would not have been effective for their purpose unless passed as special resolutions;
  • Resolution of the Board of Directors of a Company or agreement executed by a company relating to the appointment, re-appointment or renewal of the appointment or variation of the terms of appointment, of a Managing Director;
  • Resolutions or Agreements which have been agreed to by any class of members, but which, if not so agreed, would not have been effective for their purpose unless passed by a specific majority or otherwise. And resolutions or agreements which effectively bind such class of members though not agreed by all those members;
  • Resolutions passed by a company under clause(a) and (c) of sub section (1) of section 180 namely:

Clause (a) – To sell , lease or otherwise dispose off the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of such undertakings.

Clause (c) – Borrowing money exceeding the aggregate of the company’s paid-up share capital and free reserves.

NOTE:  Notification dated 5th June, 2015, exempts a private company (NOT A SUBSIDIARY OF PUBLIC COMPANY) from the applicability of provisions of Section 180 of the 2013 Act.

  • Resolution requiring a company to be voluntarily wound up in pursuance of section 304.

Section 179(3)

Company passing resolution to exercise the powers of Board of Directors( to be passed at the meeting of Board only), said resolution requires to be filed with ROC within 30 days through form MGT-14 namely:

  • To make call on shareholders in respect of money unpaid on their shares;
  • To authorize buy-back of securities under section68;
  • To issue securities, including debentures, whether in or outside India;
  • To borrow monies;
  • To invest the funds of the company;
  • To grant loans or give guarantee or provide security in respect of loans;
  • To approve financial statements and the Board’s Report;
  • To diversify the business of the company;
  • To approve merger, amalgamation or reconstruction;
  • To takeover a company or acquire a controlling or substantial stake in another company;
  • Any other matter as prescribed under Rule 8(5) of Companies (Meetings of Board and its Powers) Rules, 2014.

NOTE: Notification dated 5th June, 2015 provides that Section 179(3) of the Act shall not apply to a private company (Not a Subsidiary of Public Company).

Rule 8(5) of Companies (Meetings of Board and its Powers) Rules, 2014

  • To make political contributions;
  • To appoint or remove Key Managerial Personnel (KMP);
  • To take note of appointment(s) or removal(s) of one level below Key Managerial Personnel (KMP);
  • To appoint internal auditors and secretarial auditor;
  • To take note of the disclosure of director’s interest and shareholding;
  • 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;
  • To invite, accept or re-new public deposits and related matters;
  • To renew or change the terms and conditions of public deposit;
  • To approve quarterly, half yearly and annual financial statements or financial results as the case may be.

NOTE: This Rule does not apply to Private Companies (Not a Subsidiary of Public Company).

MISCELLANEOUS PROVISION:

Proviso to Section 94 of the Companies Act, 2013 requires Statutory Registers and Annual return if placed other than at Registered Office of the company requires to be approved by special resolution and a copy of such proposed resolution to be sent to Registrar in advance.

Rule 15(6) of Companies (Management and Administration) Rules, 2014 requires copy of proposed resolution in advance filled with the registrar as required, to be filled with the registrar, at least one day before the general meeting of the company in Form MGT-14.

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