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Gist of Resolutions Under Companies Act, 2013

TG Team 27 Aug 2015 3,620 Views 0 comment Print Company Law | Articles

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ACS Gaurav Aggarwal

Companies (i.e Public and Private) are required to file various resolutions and agreement in e-form MGT-14 with RoC under the Companies Act 2013(“Act”). Provisions are as under:-

Section 117(Resolutions & Agreement to be file) of the Act;
Section 179(3) (Powers of the Board) read with rule 8 of the Act and
Under various other Sections and Rules of the Act.

Resolutions need to be file by both Pub and Pvt. Company

S. No	Provision of the Act	For Pub Co.,	For Pvt. Co.,
1.	Special resolution (“SR”). – U/s 117 (3) (a).	√	√
2.	Resolutions which have been agreed by all members of a company, but which, if not so agreed to, would not have been effective unless passed as SR. – U/s 117 (3) (b).	√	√
3.	Board resolution or agreement executed by the company, relating to appointment, re-appointment or renewal of appointment or variation in terms of appointment of MD. – U/s 117 (3) (c).	√	√
4.	Resolutions or agreements which have been agreed by any class of members but which, if not so agreed to, would not have been effective unless passed by specified majority or otherwise in some particular manner; and all resolution and agreement which have effectively bind such class of members through not agreed to by all those members. – U/s 117 (3) (d).	√	√
5.	Resolutions passed by company according consent to the exercise by its Board of Director of any power U/s 180 (1) (a) & (c). – U/s 117 (3) (e).	√	N.A
6.	Resolutions for Voluntary winding up U/s 304. *(Not yet enforced). – U/s 117 (3) (f)*.	√	√
7.	Board Resolution (“BR”) passed to make calls on shareholders in respect of money unpaid on their shares- U/s 179 (3) (a).	√	N.A
8.	BR passed to authorize Buyback of securities U/s 68 of the Act. – U/s 179 (3) (b).	√	N.A
9.	BR passed to issue securities, including debentures, whether in or outside India. – U/s 179 (3) (c).	√	N.A
10.	BR passed to borrow monies. – U/s 179 (3) (d).	√	N.A
11.	BR passed to invest the funds of the company. –U/s 179 (3) (e).	√	N.A
12.	BR passed to grant loans or give guarantee or provide security in respect of loans. U/s 179 (3) (f).	√	N.A
13.	BR passed to approve Financial Statement and Board’s Report. – U/s 179 (3) (g).	√	N.A
14.	BR passed to diversify the business of the Company. – U/s 179 (3) (h).	√	N.A
15.	BR passed to approve amalgamation, merger or reconstruction.- U/s 179 (3) (i)	√	N.A
16.	BR passed to take over a Company or acquire a controlling or substantial stake in another company. – U/s 179 (3) (j).	√	N.A
17.	BR passed to make political Contribution. – U/s 179 read with rule (8) (1).	√	N.A
18.	BR passed to appoint or remove KMP. – U/s 179 (3) read with rule (8)(2).	√	N.A
19.	BR passed to appoint internal auditor and secretarial auditor. – U/s 179 (3) read with rule (8) (4).	√	N.A

Note

After amendment dtd. 18^th march, 2015 Public Company is required to file 19 resolutions to RoC earlier it was 25.

After amendment dtd. 5^th June, 2015 (i.e exemption to Private companies) Private Company is required to file 5 resolutions to RoC earlier it was 19.

Special Resolutions under various Sections of the Act

S. No	Section of CA 2013	Purpose
1.	12(5)	Change of Registered office outside the local limits of any city, town or village where such office situated (i.e within the same State).
2.	13	Alteration of MOA except alteration of share capital.
3.	14	Alteration of AOA.
4.	27	Variation in terms of contract or objects in prospectus.
5.	41	Issue Global Depository Receipt (GDR).
6.	48	Variation of Shareholder’s rights.
7.	54	Issue of sweat equity shares.
8.	62(1)(b)	Issue of Employees stock option to employee. (Except for Private Companies).
9.	66	Reduction of share capital.
10.	68	Power of company to purchase its own securities i.e Buy back of securities.
11.	71	Issue of Convertible Debentures, [wholly or partly].
12.	94	To keep registers or copies of returns at any place other than the registered office of the Company.
13.	140	Removal of auditor from his office before the expiry of his term.
14.	149	To appoint more than fifteen (15) directors.
15.	149(10)	Re-appointment of an independent director (ID) for second term.
16.	165(2)	Companies specify any lesser number of companies (i.e. less than 20) in which director of the company may act as directors.
17.	180	Restrictions on powers of Board [(Board shall exercise their power with the consent of company (i.e Members)].
18.	185	Giving loan to MD or WTD [(Exemption to Pvt. companies subject to certain conditions (see exemption notification dtd. 5^th June 2015)].
19.	186	Giving of loan or guarantee, providing any security or acquisitions exceeds the Limits Prescribed.
20.	188	Related party transactions (Prior approval by a special resolution is necessary for any transaction which is in excess of the limits prescribed this section).
21.	196	Appointment of MD or WTD or Manager whose age is 70 or more.
22.	197(4)	Remuneration payable to any director including any MD or WTD or Manager, in accordance with and subject to the provisions of this section either by the articles or by a Special Resolution if articles require.
23.	210	Investigate into affairs of the company.
24.	212	Investigation into affairs of the company by the serious fraud investigating office.
25.	226	Voluntary W-Up of Company. *(Not yet enforced)*
26.	248	Striking off the name of the Company. (Not yet enforced)
27.	262	Amalgamation of the sick company.(Not yet enforced)
28.	271(1)(b)	W-up by the Tribunal(NCLT).(Not yet enforced)
29.	304(a)	Voluntary W-up of a Company. (Not yet enforced)
30.	314(3)	Company Liquidator shall call for GM of the company for the purpose of obtaining the sanction of the company(ordinary resolution can also be passed)
31.	319(1)	Authority given to the Liquidator to accept shares etc. as consideration for sale property. *(Not yet enforced)*
32.	321(1)(1)	Arrangement when binding on Company (which is in W-Up) and Creditors.(Not yet enforced)
33.	343(1)(b)	Company Liquidator to exercise certain powers subject to certain condition. (Not yet enforced)
34.	347(1)(b)	Disposal of books and papers of the Company in case of voluntary W-up. (Not yet enforced)
35.	371(3)(a)	Applicability of Table F (i.e. AOA of a Company Limited by Shares) of Schedule I.
36.	55, Sch- I, Point II(8) of AOA of Company	Terms and Conditions related to issue of redemption shall be determined by way of passing SR.
37.	Sch- I, Point II(38) of AOA of Company	Reduction of share capital, capital redemption reserve account or share premium account.

Special Resolutions under various Sections of the Act

S.No	Rule of CA 2013	Purpose
1.	7(1) of Chapter-I	Conversion of Private Company (other than companies with charitable objects) into One Person Company.
2.	21 of Chapter-II	Conversion of a company registered U/s 8 into company of any other kind.
3.	30 of Chapter-II	Shifting of registered office from one State or Union territory to another State.
4.	32 of Chapter-II	Change of objects for which money is raised through prospectus.
5.	7(1) of Chapter-III	Variation in terms of contracts referred to in the prospectus or objects for which prospectus was issued.
6.	32 of Chapter-III	Change of objects for which money is raised through prospectus.
7.	4(1) *Companies (Issue of GDR) Rules 2014*	Issue of Depository Receipts
8.	8(1) of Chapter-IV	Issue of Sweat Equity Shares.
9.	9(1) of Chapter-IV	Issue and Redemption of Preference Shares.
10.	12(1) of Chapter-IV	Issue of Employee Stock Options.
11.	13(1) of Chapter-IV	Issue of shares on Preferential basis.
12.	7(1) of Chapter-X	Removal of Auditors before expiry of his term.
13.	13(1) of Chapter-XII	Aggregate of Loans and investment so far made in excess of limits specified U/s 186.