As per Companies Act 2013 it is
mandatory to inform MCA about certain activities of the every company by filing
the Resolutions passed in Board Meetings or in General meetings. Companies’
information can be filed with MCA by filing MGT-14 where certified copy of such
resolution is to be attached. In various Sections of Companies Act, 2013 the
filing of MGT-14 is mandatory. A brief eye-view is as follows:
Section 117 of the Companies
Act,2013 states that a copy of every resolution or any agreement proposed in
the meeting need to be filed with registrar within 30 days of the passing of
resolution or making thereof of through MGT-14
List of resolutions to be filed with form MGT-14 is divided
in 4 categories:-
-Under Section117 (3)
- Under Section 179(3)
- Provided as per Rule 8
- Miscellaneous Provisions
A)
LIST
OF RESOLUTIONS/ AGREEMENTS U/S 117(3)
i)
Special Resolution,
ii)
Resolution agreed by all the members,
iii)
Resolution relating to appointment, reappointment,
renewal or variation in terms of appointment of Managing Director / executive
Director / whole time director,
iv)
Resolution or agreement passed by any class of
member,
v)
Resolution
to exercise any power by its board of directors,
vi)
Resolution regarding company to wound up voluntary,
vii)
Any other resolution prescribed in public
domain.
B) LIST
OF RESOLUTIONS U/S 179(3)
The board of
directors shall exercise the following powers on behalf of company:
i)
To make calls on unpaid shares,
ii)
To authorize buy- back of shares,
iii)
To issue securities, debentures,
iv)
To borrow money,
v)
To invest the funds,
vi)
To grant
loan , give guarantee or provide security in respect of loan,
vii)
To
approve Financial Statements and board report,
viii)
To approve amalgamation, merger, reconstruction,
ix)
To take over a company or acquire a controlling stake
in another company,
x)
Any other matter
C) LIST
OF RESOLUTIONS GIVEN IN RULE 8(5) READ WITH SECTION 179(3)
i)
To make political contribution,
ii)
To
appoint or remove Key Managerial Personnel(KMP),
( KMP here means the chief executive officer, managing director, company
secretary, chief financial officer. In other words we can say that the person
who have authority and responsibility for planning, directing and controlling
the activities.)
iii)
To appoint or remove the person one level below
KMP,
iv)
To appoint internal and secretarial auditor,
v)
Disclosure
of interest of director and shareholding ,
vi)
To buy or sell the investment of the another company
having 5% or more paid up share capital and free reserves,
vii)
To invite or accept or renew public deposit and
its terms & conditions,
viii)
To approve quarterly, half yearly and annual
financial results.
D)
MISCELLANEOUS
PROVISIONS U/S 94
The statutory registers and annual return shall
be kept at registered office as per section 94.
But the same
can be kept in any other place in India if approved in Special resolution .The said copy of the same is required to be
filled before registrar at least one day before the date of general meeting in
the form of MGT-14.
Contrubuted by Ms Karishma Sharma ( Article at Sandeep Ahuja & Co )
