LIST OF RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14 - Series 497
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
ANNEXURE- 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 – 185
|
For
giving loan to other private limited Company in which directors are
interested.
|
DD.
|
Section
– 186
|
Loan
& Investment by company exceeding 60% of paid up share capital or 100% of
free reserve.
|
EE.
|
Section – 196
|
Appointment
of a person as Managerial Personnel if, the age of Person is exceeding 70
year.
|
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.
|
JJ.
|
Section-
248
|
Approval
of Shareholders for Struck off of 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.
|
(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES
Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)
Disclaimer: The entire
contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation.
Although care has been taken to ensure the accuracy, completeness and
reliability of the information provided, I assume no responsibility therefore.
Users of this information are expected to refer to the relevant existing
provisions of applicable Laws. The user of the information agrees that the
information is not a professional advice and is subject to change without
notice. I assume no responsibility for the consequences of use of such
information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH
THE USE OF THE INFORMATION. This is only a knowledge sharing initiative and
author does not intend to solicit any business or profession.
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