LIST OF RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14
LIST OF BOARD RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14 BY
COMPANY OTHER THEN
“PRIVATE LIMITED
COMPANY”
ANNEX
URE- A
|
LIST OF BOARD RESOLUTION REQUIRED TO BE FILE WITH
ROC IN FORM MGT-14
|
A.
|
To issue securities,
including debentures, whether in or outside India. (In case of shares issue
of security means issue of Letter of Offer).
|
B.
|
To Borrow Monies.
(Borrow Money from any
sources including Director)
|
C.
|
To invest the funds of
the Company.
(Also follow
provisions of Section 186)
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D.
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To grant loans or give
guarantee or provide security in respect of loans. (Also follow
provisions of Section 186)
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E.
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To approve financial
statement and the Board’s report.
|
F.
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To appoint internal
auditors.
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G.
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To appoint Secretarial
Auditor.
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H.
|
To appoint or remove
key managerial personnel (KMP).
{KMP includes (MD,
WTD, CEO, CFO & CS)}
|
I.
|
To make Political
Contributions.
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J.
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To make calls on
shareholders in respect of money unpaid on their shares.
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K.
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To authorize buy-back
of securities under section 68.
|
L.
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To Diversify the
business of the company.
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M.
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To approve Amalgamation,
Merger or Reconstruction.
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N.
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Take over a company or
Acquire a controlling or substantial stake in another company.
|
PRIVATE COMPANIES are now exempt from filing resolutions listed in Section 179(3) and Rule
8 of Chapter XII Rules. Hence private companies will no longer be required to
file MGT-14 for prescribed matters taken up at its Board Meetings.
LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN
FORM MGT-14
ANNEX
URE- B
|
LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE
WITH ROC IN FORM MGT-14
|
|
A.
|
Section -
8
|
For a company registered under
Section- 8 to convert itself into a company of any other kind or alteration
of its Memorandum or Articles.
|
B.
|
Section -
12
|
Change of location of
registered office in the same State outside the local limits of the city,
town or village where it is situated.
|
C.
|
Section – 13
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Change of registered office
from the jurisdiction of one Registrar to that of another Registrar in the
same State.
|
D.
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Section – 14
|
Amendment of Articles of a
private company for entrenchment of any provisions. (To be agreed to by all
members in a private company).
|
E.
|
Section – 14
|
Amendment of Articles of a
public company for entrenchment of any Provisions.
|
F.
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Section - 13
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Change in name of the company
to be approved by special resolution.
|
G.
|
Section – 13(8)
|
A company, which has raised
money from public through Prospectus and still has any unutilized amount out
of the money so raised, shall not Change its objects for which it raised the
money through prospectus unless a special resolution is passed by the company.
|
H.
|
Section – 27(1)
|
A company shall not, at any
time, vary the terms of a contract referred to in the prospectus or objects
for which the prospectus was issued, except subject to the approval of, or
except subject to an authority given by the company in general meeting by way
of special resolution.
|
I.
|
Section –
271 (A)
|
A company may, after passing a
special resolution in its general meeting, issue depository receipts in any
foreign country in such manner, and subject to such conditions, as may be
prescribed. (Section still not applicable).
|
J.
|
Section – 48(1)
|
Where a share capital of the
company is divided into different classes of shares, the rights attached to
the shares of any class may be varied with the consent in writing of the
holders of not less than three-fourths 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.
|
K.
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Section – 62
(1) (c)
|
Private offer of securities
requires approval of company by special resolution.
|
L.
|
Section – 54
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Issue of Sweat Equity Shares.
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M.
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Section – 66
(1)
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Reduction of Share Capital.
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N.
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Section – 67(3)(b)
|
Special resolution for
approving scheme for the purchase of fully-paid shares for the benefit of
employees.
(EXCEPT
PRIVATE LIMITED COMPANY)
|
O.
|
Section – 68
(2)(b)
|
Buy Back of Shares.
|
P.
|
Section – 71
(1)
|
A company may issue debentures
with an option to convert such debentures into shares, either wholly or
partly at the time of redemption:
Provided
that the issue
of debentures with an option to convert such debentures into shares, wholly
or partly, shall be approved by a special resolution passed at a general
meeting.
|
Q.
|
Section –
94
|
Keep registers at any other
place in India.
|
R.
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Section – 149(10)
|
Re-appointment of Independent
Director.
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S.
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Section – 165(2)
|
Subject to the provisions of
sub-section (1), the members of a company may, by special resolution, specify
any lesser number of companies in which a director of the company may act as
directors.
|
T.
|
Section – 180(a)
|
to sell, lease or otherwise
dispose of 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 any of such undertakings.
NOT
APPLICABLE ON PRIVATE LIMITED COMPANY
|
U.
|
Section –
180(b)
|
To invest otherwise in trust
securities the amount of compensation received by it as a result of any
merger or amalgamation.
NOT
APPLICABLE ON PRIVATE LIMITED COMPANY
|
V.
|
Section –
180(c)
|
to borrow money, where the
money to be borrowed, together with the money already borrowed by the company
will exceed aggregate of its paid-up share capital and free reserves, apart
from temporary loans obtained from the company’s bankers in the Ordinary
Course of Business.
NOT
APPLICABLE ON PRIVATE LIMITED COMPANY
|
W.
|
Section –
180(d)
|
To remit, or give time for the
repayment of, any debt due from a director.
NOT
APPLICABLE ON PRIVATE LIMITED COMPANY
|
X.
|
Section –
185
|
For approving scheme for giving
of loan to MD or WTD.
|
Y.
|
Section –
186
|
Loan& Investment by company
exceeding 60% of paid up share capital or 100% of free reserve.
|
Z.
|
Section –
196
|
Appointment of a person as
Managerial Personnel if, the age of
Person is exceeding 70 year.
|
AA.
|
Schedule V
|
Remuneration to Managerial
personnel if, profits of company
are Inadequate.
|
BB.
|
Section –
271 (1) (b)
|
Special Resolution for winding
up of the company by Tribunal.
|
CC.
|
Section –
271 (1) (b)
|
Special Resolution for winding
up of company.
|
DD.
|
Rule 7(1)
Chapter- I
|
Conversion of private company
into One Person Company.
|
LIST OF ORDINARY
RESOLUTION
(THESE ARE NOT REQUIRED TO BE FILE)
ANNEX
URE- C
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LIST OF ORDINARY RESOLUTION
|
|
A.
|
Section – 16
|
The
company in general meeting shall pass an ordinary resolution for change of
name on receipt of direction from the Central.
|
B.
|
Section – 61
|
A company,
if authorized by its Articles, by ordinary resolution, can increase or
consolidate its capital or sub-divide or cancel shares not taken up.
|
C.
|
Rule 12(6)
|
Approval
of general meeting for issue of bonus shares
|
D.
|
Section
73(2)
|
Approval
of general meeting for inviting deposits from members.
|
E.
|
Section – 152
|
Appointment
of Director.
|
F.
|
Section –
|
For consideration of accounts
and directors report and report of auditors, declaration of dividend,
appointment of director on place of who resign.
|
G.
|
Section – 148(3)
|
Remuneration
of Cost Auditor shall be fixed by an ordinary resolution at the general
meeting
|
H.
|
Section – 151
|
Appointment
of a Director by small shareholders.
|
I.
|
Section – 152
|
Appointment
of Directors at the first general Meeting.
|
J.
|
Section – 149
|
Appointment
of independent Director.
|
K.
|
Section – 152
|
Appointment
of Director on being proposed by a member or other person with a deposit of
rupees one lakh.
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(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)
Disclaimer: This Document is a copyright of Divesh Goyal. The entire contents of this document have been developed on the basis of relevant statutory provisions. Thought the author has made utmost efforts to provide authentic information however, the author expressly disclaim all and any liability to any person who has read this document, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this documents. This is only a knowledge sharing initiative and author does not intend to solicit any business or profession…
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