Section-117 of the Companies Act, 2013, a copy of every
resolution or any agreement, in respect of matters specified in sub-section (3)
together with the explanatory statement under section 102 , if any, annexed to
the notice calling the meeting in which the resolution is proposed, shall be
filed with the Registrar within 30 days of the passing or making thereof
through filing of form MGT.14.
Regarding form MGT.14 w.r.t. Section-117, kindly
refer rule 24 of Companies (Management and Administration) Rules, 2014 [Chapter-7].
As per rule 24 of Companies (Management and Administration) Rules, 2014, 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 No. MGT.14 along
with the fee.
List of
Resolutions to be filed with form MGT 14
Under Companies Act, 2013,
form MGT.14 is to be filed for more than 26 different types of resolutions. List of
Resolutions/Agreements to be filed through form MGT.14 has been pided in 4
categories:
1. List of Resolutions/Agreements given in Section 117(3)
2. List of Resolutions given in Section 179(3)
3. List of Resolutions given in rule 8(5) of Companies (Meetings of Board and its Powers) Rules, 2014
read with Section 179(3)
4. Miscellaneous Provisions
1. List
of Resolutions/Agreements given in Section 117(3)
Please find below the list of resolutions and
agreements which needs to be filed with ROC within 30 days through form MGT.14
as desired by section 117(3):
(1) Special Resolutions;
(2) Resolutions which have
been agreed to by all the members of a company, but which, if not so agreed
to, would not have been effective for their purpose unless they had been passed
as special resolutions;
(3) Any resolution of the
Board of Directors of a company or agreement executed by a company, relating to
the appointment, re-appointment or renewal of
the appointment, or variation of the terms of appointment, of a Managing
Director;
(4) Resolutions or
agreements which have been agreed to by any class of members but which, if not
so agreed to, would not have been effective for their purpose unless they had
been passed by a specified majority or otherwise in some particular manner; and
all resolutions or agreements which effectively bind such class of members
though not agreed to by all those members;
(5) Resolutions passed by a
company according consent to the exercise by its Board of directors of any of
the powers under clause (a) and clause (c) of sub-section (1) of section 180;
(6) Resolutions requiring a
company to be wound up voluntarily passed in pursuance of section 304;
(7) Resolutions passed in
pursuance of sub-section (3) of section 179; and
(8) Any other resolution or
agreement as may be prescribed and placed in the public domain.
2. List of Resolutions given in Section 179(3)
As per section 179(3), the
Board of Directors of a company shall exercise the following powers on behalf
of the company by means of resolutions passed at meetings of the Board,
namely:—
(1) to make calls on
shareholders in respect of money unpaid on their shares;
(2) to authorise buy-back of
securities under section 68;
(3) to issue securities,
including debentures, whether in or outside India;
(4) to borrow monies;
(5) to invest the funds of
the company;
(6) to grant loans or give
guarantee or provide security in respect of loans;
(7) to approve financial
statement and the Board’s report;
(8) to persify the business of the company;
(9) to approve amalgamation,
merger or reconstruction;
(10) to take over a company
or acquire a controlling or substantial stake in another company;
(11) any other matter which
may be prescribed (PRESCRIBED IN RULE 8 OF Companies (Meetings of Board and its
Powers) Rules, 2014 :
Whenever Company passed any
resolution to exercise the powers mentioned above in section 179(3), said
resolution would required to be filed with ROC within 30 days through form
MGT.14 as desired by section 117(3)(g).
3. List
of Resolutions given in rule 8(5) read with Section 179(3)
Section 179(3)(k) read with
rule 8(5) of Companies (Meetings
of Board and its Powers) Rules, 2014, prescribes few more
matters which shall be exercised, on behalf of the company, by the Board of
Directors, only by means of resolutions passed at meetings of the Board.
namely:—
Hence, whenever company
passed any resolution to exercise the powers mentioned below as prescribed
through rule 8(5) read with section 179(3)(k), said resolution would required
to be filed with ROC within 30 days through form MGT.14. Please find below the
list of items given in rule 8(5 ):
(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.
4. Filing of MGT.14 under miscellaneous provisions [Section-94]
As per section 94 of the
Companies Act, 2013, statutory registers u/s 88 and Annual Return u/s 92, shall be kept at the
registered office of the company.
As per proviso such
registers or copies of return may also be kept at any other place in India, if
approved by a special resolution and the Registrar has been given a copy of the
proposed special resolution in advance.
As per rule 15(6) of
Companies (Management and Administration) Rules, 2014 [Chapter-7 ], a copy
of the proposed special resolution in advance to be filed with the registrar as
required in accordance with first proviso of sub-section (1) of section 94,
shall be filed with the Registrar, at least one day before the date of general
meeting of the company in Form No. MGT.14.
