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LIST OF RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT 14

LIST OF RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT 14

LIST OF BOARD RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14 BY COMPANY OTHER THEN

“PRIVATE LIMITED COMPANY”

ANNEXURE- A

LIST OF BOARD RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14

A.      To issue securities, including debentures, whether in or outside India. (In case of shares issue of security means issue of Letter of Offer).
B.       To Borrow Monies.(Borrow Money from any sources including Director)
C.       To invest the funds of the Company.(Also follow provisions of Section 186)
D.      To grant loans or give guarantee or provide security in respect of loans.                            (Also follow provisions of Section 186)
E.       To approve financial statement and the Board’s report.
F.       To appoint internal auditors.
G.      To appoint Secretarial Auditor.
H.      To appoint or remove key managerial personnel (KMP).{KMP includes (MD, WTD, CEO, CFO & CS)}
I.          To make Political Contributions.
J.          To make calls on shareholders in respect of money unpaid on their shares.
K.       To authorize buy-back of securities under section 68.
L.        To Diversify the business of the company.
M.     To approve Amalgamation, Merger or Reconstruction.
N.      Take over a company or Acquire a controlling or substantial stake in another company.

PRIVATE COMPANIES are now exempt from filing resolutions listed in Section 179(3) and Rule 8 of Chapter XII Rules. Hence private companies will no longer be required to file MGT-14 for prescribed matters taken up at its Board Meetings.

LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14

ANNEXURE- B

 

LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14

A.      Section – 8For a company registered under Section- 8 to convert itself into a company of any other kind or alteration of its Memorandum or Articles.
B.       Section – 12Change of location of registered office in the same State outside the local limits of the city, town or village where it is situated.
C.       Section – 13Change of registered office from the jurisdiction of one Registrar to that of another Registrar in the same State.
D.      Section – 14Amendment of Articles of a private company for entrenchment of any provisions. (To be agreed to by all members in a private company).
E.       Section – 14Amendment of Articles of a public company for entrenchment of any Provisions.
F.       Section – 13Change in name of the company to be approved by special resolution.
G.      Section – 13(8)A company, which has raised money from public through Prospectus and still has any unutilized amount out of the money so raised, shall not Change its objects for which it raised the money through prospectus unless a special resolution is passed by the company.
H.      Section – 27(1)A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except subject to an authority given by the company in general meeting by way of special resolution.
I.          Section – 271 (A)A company may, after passing a special resolution in its general meeting, issue depository receipts in any foreign country in such manner, and subject to such conditions, as may be prescribed. (Section still not applicable).
J.          Section – 48(1)Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class.
K.       Section – 62 (1) (c)Private offer of securities requires approval of company by special resolution.
L.        Section – 54Issue of Sweat Equity Shares.
M.     Section – 66 (1)Reduction of Share Capital.
N.      Section – 67(3)(b)Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employees.(EXCEPT PRIVATE LIMITED COMPANY)
O.      Section – 68 (2)(b)Buy Back of Shares.
P.       Section – 71 (1)A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption:Provided that the issue of debentures with an option to convert such debentures into shares, wholly or partly, shall be approved by a special resolution passed at a general meeting.
Q.      Section – 94Keep registers at any other place in India.
R.       Section – 149(10)Re-appointment of Independent Director.
S.        Section – 165(2)Subject to the provisions of sub-section (1), the members of a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors.

LIST OF RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT 14

LIST OF RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT 14

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