RESOLUTIONS AND AGREEMENTS TO BE FILED


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:

  1. Resolutions
  2. Agreements,
  3. Postal ballot resolution under Section 110
  4. Proposed Resolution under Section 94 (1)

Details required are:

  1. Date of Notice,
  2. Date of passing of resolution,
  3. Details of resolution:
    1. Section of the Companies Act, 2013
    2. Purpose of the resolution,
    3. Subject matter of resolution,
    4. Whether passed by postal ballot,
    5. Authority passing or agreeing to the resolution:

                                          i.    Board of Directors

                                         ii.    Shareholders,

                                        iii.    Class of shareholders,

                                       iv.    Creditors

  1. Type of resolution:

                                          i.    Ordinary Resolution,

                                         ii.    Special Resolution,

                                        iii.    Requisite Majority,

  1. In case of alteration in object clause, whether there is any change in the industrial activity of the company, if change, provide main division,
  2. In case of voluntary winding up under section 304, provide the following details:
    1. Mode of winding up: Members’ or Creditors’
    2. Date of commencement of winding up
    3. Number of liquidatirs

                                          i.    PAN

                                         ii.    Name

                                        iii.    Address

  1. Detail of Agreement:
    1. Date
    2. Section of the Act
    3. Purpose
    4. Subject matter
    5. Authority:

                                          i.    Board of directors,

                                         ii.    Shareholders

                                        iii.    Class of shareholders

                                       iv.    Creditors

  1. Service Request Number (SRN) of Form INC – 28 (Notice of Order of the Court or any other competent authority)
  2. Total number of members on date of filing

Form require following Attachments:

  1. Copy(s) of resolution(s) along with copy of explanatory statement under section 102
  2. Altered memorandum of association
  3. Altered articles of association
  4. Copy of agreement

 

 

Declaration

 

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:

 

  1. 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.
  2. 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.
  3. 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.

  Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.

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16 responses to “RESOLUTIONS AND AGREEMENTS TO BE FILED

  1. Pingback: Index of Companies Law Posts | AishMGhrana

  2. Pingback: Amendment to Meeting of Board Rules | AishMGhrana

  3. Can two resolutions passed on different dates may be filed in single Mgt-14??

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    • You can file this eForm with different event dates in respect of date of passing of resolution(s), date of passing of postal ballot resolution(s) and date of agreement if these dates are within 30 days of the filing date. If any of the date(s) are beyond 30 days, then separate form is to be filed for every such event date.

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  4. Sir, As per general circular 08th of 2014 dated 4th April 2014, provisions & Regulation relating to adoption of accounts are applicable from the FY 2014-15 , in such scenario do we need to file form MGT 14 for filing resolution relating to adoption of financial statement for the FY 2013-14.

    Do yo think even Pvt. Ltd. company needs to file MGT 14 for quarterly financial statements. because the rule clearly says :”as the case may be ” what does it actually mean?

    Please clarify , thanks in advance.

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  5. Should an enabling resolution passed by the Board authorizing senior executives to negotiate, finalize and confirm on facilities which may / may not be extended by the bank to the company be filed with the RoC, as on the meeting date there is no Sanction letter or Letter of intent from the bank extending the credit facility. Pl if you could clarify.
    Rgds
    Ravi Anand

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  6. Alteration of ArtIcles can be done for altering specific clause approved by Special Resolution in EGM. The Companies Act 2013 does not specifically says for altering the Articles of the company incorporated under 1956 Act.

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  7. Sir,
    Being a Pvt. Ltd. co. incorporated under Companies Act 1956, do we compulsorily require to alter the articles of the Company as per provisions of the Companies Act 2013, Is there any specific time granted to amend the Articles???

    Like

    • I do not see any requirement to alter article.
      1. If an article inconsistent with new provision, it is redundant now, no urgency to remove it.
      2. If an article is restrictive than the Act, are we looking for some relaxation in articles Now. If yes, go ahead.

      Like

  8. VANDANA GUPTA

    We can incorporate the points mentioned under the companies (meeting of board and its powers) Rule 2014. There is a more prescribed list of business in addition to these mentioned in the Act.

    Like

    • I think, I have incorporated it in this blog post itself in para 4 “The resolution and agreement which are required to be filed are…”
      Please mention if I leaved something.

      Like

      • VANDANA GUPTA

        Rule 8 of Companies (Meeting of Board and its powers) Rules 2014
        8. Powers of Board.- In addition to the powers specified under sub-section (3) of section 179 of the Act, the following powers shall also be exercised by the Board of Directors only by means of resolutions passed at meetings of the Board.-
        (1) to make political contributions;
        (2) to appoint or remove key managerial personnel (KMP);
        (3) to take note of appointment(s) or removal(s) of one level below the Key Management Personnel;
        (4) to appoint internal auditors and secretarial auditor;
        (5) to take note of the disclosure of director’s interest and shareholding;
        (6) 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;
        (7) to invite or accept or renew public deposits and related matters;
        (8)to review or change the terms and conditions of public deposit;
        (9) to approve quarterly, half yearly and annual financial statements or financial results as the case may be.

        Like

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