There are certain resolution and agreement which are important to have a public notice. Section 117 of the Companies Act lay downs provisions.
A copy of every resolution and agreement in respect of certain matters together with the explanatory statement annexed to the notice calling the meeting shall be filed with the Registrar with thirty days of passing or making.
The copy of every resolution which has the effect of altering the article and the copy of these agreements shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.
The resolution and agreement which are required to be filed are –
a) special resolution;
b) resolution agreed by all members which otherwise have to be passed as special resolution;
c) any resolution of Board of Directors or agreement relating to appointment or terms and conditions of a managing director;
d) Resolution or agreements which have been agreed to by any class of members but which may otherwise need specific majority and all resolution or agreements which effectively bind all members of the class;
e) Resolution according consent to the exercise by its Board of Directors of any power related to disposing of the undertaking and borrowing under section 180;
f) Resolution to wound up voluntarily;
g) Resolution relating to power of Board under Sub section (3) of Section 179;
h) Any other resolution or agreement as may prescribed and placed in public domain.
The power under sub – section (3) of Section 179 are –
(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 24 of the Companies (Management and Administration) Rules 2014 prescribed that a copy of every resolution or any agreement required to be filed, together with the explanatory statement under section 102, if any, shall be filed with the Registrar in Form MGT – 14 along with the fee.
Form MGT – 14
The Form may be uses for following purposes:
- Postal ballot resolution under Section 110
- Proposed Resolution under Section 94 (1)
Details required are:
- Date of Notice,
- Date of passing of resolution,
- Details of resolution:
- Section of the Companies Act, 2013
- Purpose of the resolution,
- Subject matter of resolution,
- Whether passed by postal ballot,
- Authority passing or agreeing to the resolution:
i. Board of Directors
iii. Class of shareholders,
- Type of resolution:
i. Ordinary Resolution,
ii. Special Resolution,
iii. Requisite Majority,
- In case of alteration in object clause, whether there is any change in the industrial activity of the company, if change, provide main division,
- In case of voluntary winding up under section 304, provide the following details:
- Mode of winding up: Members’ or Creditors’
- Date of commencement of winding up
- Number of liquidatirs
- Detail of Agreement:
- Section of the Act
- Subject matter
i. Board of directors,
iii. Class of shareholders
- Service Request Number (SRN) of Form INC – 28 (Notice of Order of the Court or any other competent authority)
- Total number of members on date of filing
Form require following Attachments:
- Copy(s) of resolution(s) along with copy of explanatory statement under section 102
- Altered memorandum of association
- Altered articles of association
- Copy of agreement
I am authorized by the Board of Directors of the Company vide resolution number ___ Dated ___ (DD/MM/YYYY) to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that:
- Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.
- All the required attachments have been completely and legibly attached to this form. It is also certified that copy of the resolution(s) or agreement(s) filed herewith is or are a true copy(s) of the original.
- Any application, writ petition or suit had not been filed regarding the matter in respect of which this petition/application has been made, before any court of law or any other authority or any other Bench or the Board and not any such application, writ petition or suit is pending before any of them.
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