LIST OF RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14
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)
|
D.
|
To grant loans or give
guarantee or provide security in respect of loans. (Also follow
provisions of Section 186)
|
E.
|
To approve financial
statement and the Board’s report.
|
F.
|
To appoint internal
auditors.
|
G.
|
To appoint Secretarial
Auditor.
|
H.
|
To appoint or remove
key managerial personnel (KMP).
{KMP includes (MD,
WTD, CEO, CFO & CS)}
|
I.
|
To make Political
Contributions.
|
J.
|
To make calls on
shareholders in respect of money unpaid on their shares.
|
K.
|
To authorize buy-back
of securities under section 68.
|
L.
|
To Diversify the
business of the company.
|
M.
|
To approve Amalgamation,
Merger or Reconstruction.
|
N.
|
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 -
3
|
Conversion of Private Limited
Company into One Person Company.
|
B.
|
Section -
5
|
Alteration in AOA of the public
limited Company for providing the specified clauses can be altered only if
conditions restrictive than those applicable in case of special resolution
are met.`
|
C.
|
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.
|
D.
|
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.
|
E.
|
Section –
13
|
Change of registered office
from the jurisdiction of one Registrar to that of another Registrar in the
same State.
|
F.
|
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).
|
G.
|
Section –
14
|
Amendment of Articles of a
public company for entrenchment of any Provisions.
|
H.
|
Section -
13
|
Change in name of the company
to be approved by special resolution.
|
I.
|
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.
|
J.
|
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.
|
K.
|
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).
|
L.
|
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.
|
M.
|
Section –
54
|
Issue of Sweat Equity Shares.
|
N.
|
Section –
55
|
Issue of preference shares.
|
O.
|
Section –
62 (1) (c)
|
Private offer of securities
requires approval of company by special resolution.
|
P.
|
Section –
66 (1)
|
Reduction of Share Capital.
|
Q.
|
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)
|
R.
|
Section – 68
(2)(b)
|
Buy Back of Shares.
|
S.
|
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.
|
T.
|
Section –
94
|
Keep registers at any other
place in India.
|
U.
|
Section –
140
|
Removal of Auditor.
|
V.
|
Section –
149(10)
|
Re-appointment of Independent
Director.
|
W.
|
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.
|
X.
|
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
|
Y.
|
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
|
Z.
|
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
|
AA.
|
Section –
180(d)
|
To remit, or give time for the
repayment of, any debt due from a director.
NOT
APPLICABLE ON PRIVATE LIMITED COMPANY
|
BB.
|
Section –
185
|
For approving scheme for giving
of loan to MD or WTD.
|
CC.
|
Section –
186
|
Loan & Investment by
company exceeding 60% of paid up share capital or 100% of free reserve.
|
DD.
|
Section –
196
|
Appointment of a person as
Managerial Personnel if, the age of
Person is exceeding 70 year.
|
EE.
|
Schedule V
|
Remuneration to Managerial
personnel if, profits of company
are Inadequate.
|
FF.
|
Section –
271 (1) (b)
|
Special Resolution for winding
up of the company by Tribunal.
|
GG.
|
Section –
271 (1) (b)
|
Special Resolution for winding
up of company.
|
HH.
|
Rule 7(1)
Chapter- I
|
Conversion of private company
into One Person Company.
|
II.
|
Section-
455
|
Special resolution is required
by the Company for making an application to the Registrar for obtaining the
status of Dormant Company.
|
LIST OF ORDINARY
RESOLUTION (THESE ARE NOT REQUIRED
TO BE FILE)
ANNEX
URE- C
|
LIST OF ORDINARY RESOLUTION
|
|
A.
|
Section –
4
|
The
company in general meeting shall pass an ordinary resolution for change of
name on receipt of direction from the Registrar if it is found that the
application for the reservation of name with ROC was applied by furnishing
false informations.
|
B.
|
Section –
16
|
The
company in general meeting shall pass an ordinary resolution for change of
name on receipt of direction from the Central.
|
C.
|
Section-
43
|
The Issue of equity share with
differential rights is required to be authorized by an ordinary resolution
passed at a general meeting of the shareholders.
|
D.
|
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.
|
E.
|
Section-
62
|
A private
Company shall not offer shares to employees under a scheme of employee’s
stock option unless the issue has been approved by the shareholders of the
Company by passing of ordinary resolution.
|
F.
|
Rule 12(6)
|
Approval
of general meeting for issue of bonus shares
|
G.
|
Section -
63
|
On
recommendation of the Board is required to capitalize the profit or reserves
for the purpose of issuing fully paid-up bonus shares.
|
H.
|
Section
73(2)
|
Approval
of general meeting for inviting deposits from members.
|
I.
|
Section
-102
|
To
transact the following businesses at Annual General Meeting Company required
passing ordinary resolution.
-
The
consideration of financial statements
and the reports of the Board of Directors and auditors
-
Declaration
of any dividend
-
Appointment
of director in place of those retiring.
-
Appointment
of, and the fixing of the remuneration of the auditors.
|
J.
|
Section
-139
|
Appointment
of Auditor
|
K.
|
Section -142
|
To appoint
Branch Auditor
|
L.
|
Section –
148(3)
|
Remuneration
of Cost Auditor shall be fixed by an ordinary resolution at the general
meeting
|
M.
|
Section–
149
|
Appointment
of independent Director.
|
N.
|
Section
-151
|
Appointment
of Small share holder Director.
|
O.
|
Section–
152
|
Appointment
of Director.
|
P.
|
Section-
188
|
Ordinary
resolution is required for entering into any specified contract or
arrangement with the related party, in case of Companies having prescribed
paid-up capital or the amount of the transaction to be entered exceed the
prescribed amount.
|
Q.
|
Section-
192
|
To enter any non-cash
transactions in which directors of the Company or holding, subsidiary or
associate Company are involved.
|
R.
|
Section-
196
|
To
appointment of MD,WTD or manager.
|
Sir,
ReplyDeleteI was of the view that APPOINTMENT OF MD in a PRIVATE LIMITED COMPANY required Form No.MGT-14 filing with ROC.
Private limited companies were exempted from filing Form No.MGT-14, only subsequent to Section 117(3)(g); A private company will be required to file Form No. MGT.14 in respect of other matters specified u/s 117(3) of the CA, 2013.
Correct me if I am wrong.
Sir,
DeleteIn your article, "PROCEDURE FOR APPOINTMENT OF MANAGING DIRECTOR" dated MONDAY, JUNE 20, 2016, filing of Form MGT-14 for Appointment of MD by Private Limited Companies seems applicable.
Dear Sir,
ReplyDeleteThe list of Ordinary Resolution (Not required to be filed with ROC) which are posted in your website, should these Ordinary Resolution be required to be filed or not required to be filed??? Please confirm.
I think, these Ordinary Resolutions should require to be filed with ROC.
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