Resolutions and Agreements to be filed with ROC - Companies Act 2013
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The Companies Act 1956 required certain resolutions and agreements to be registered with ROC in e-form 23 within 30 days from the date of passing or entering into it. Section 192 was the relevant section under the Companies Act 1956, which required the following resolutions to be registered with ROC.
- Special resolutions
- Resolutions which have been agreed to by all the members of a company
- Board resolution or agreement or renewal of the appointment, or variation of the terms of appointment of a managing director
- Resolutions or agreements which have been agreed to by all the members of any class of shareholders
- Resolutions passed under clause (a), clause (d) and clause (e) of sub section (1) of section 293
- Resolution for appointment of sole selling agents under section 294 or section 294AA.
- Resolutions requiring a company to be wound up voluntarily passed in pursuance of sub-section (1) of section 484.
The Companies Act 2013 has now replaced the section 192 of the 1956 Act with section 117. This new section 117 is inviting most of the resolutions of the Board to be filed with ROC in form No.MGT 14.
The following resolutions / agreements are required to be filed within 30 days with ROC in form No.MGT.14 as per section 117 of the Companies Act 2013.
Part A
- Special resolutions
- Resolutions which have been agreed to by all the members of a company
- Resolution of the Board of Directors of a company or agreement executed by a company for appointment, re-appointment or renewal of the appointment, or variation of the terms of the appointment, of a managing director
- Resolutions or agreements which have been agreed to by any class of members
- Resolutions passed under clause (a) and clause (c) of sub section (1) of section 180 of the Companies Act 2013
- Resolutions requiring a company to be wound up voluntarily passed in pursuance of sub-section of section 304.
- Resolutions passed in pursuance of sub-section (3) of section 179 and
- Any other resolution or agreement as may be prescribed and placed in the public domain.
Part B
Board resolutions as per section 179(3)
- to make calls on shareholders in respect of money unpaid on their shares;
- to authorize buy-back of securities under section 68;
- to issue securities, including debentures, whether in or outside India;
- to borrow monies;
- to invest the funds of the company;
- to grant loans or give guarantee or provide security in respect of loans;
- to approve financial statement and the Board’s report;
- to diversify the business of the company;
- to approve amalgamation, merger or reconstruction;
- to take over a company or acquire a controlling or substantial stake in another company;
- any other matter which may be prescribed
Part C
Pursuant to clause (k) of section 179, Rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014 prescribes that the following matters shall also be exercised by the Board of Directors only by means of resolutions passed at meetings of the Board.
- to make political contributions;
- to appoint or remove key managerial personnel;
- to take note of appointment or removal of one level below the key managerial personnel;
- to appoint internal auditors and secretarial auditor;
- to take note of the disclosure of directors interest and shareholding;
- 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;
- to invite or accept or renew public deposits and related matters;
- to review or change the terms and conditions of public deposit;
- to approve quarterly, half yearly and annual financial statements or financial results as the case may be.
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