Resolutions required to be filed with the Registrar of Companies wherever
applicable in the month of May-2014
Section 117 of the Companies Act, 2013 (the Act), enumerates a list of Resolutions
which are required to be filed with the Registrar of Companies.
These resolutions are to be filed within 30 days of passing of the Resolution. The
prescribed Form is MGT – 14.
As per Section 117 of the Act provides for filing of various resolution immediate
attention is required for the followings –
(i) all special resolutions
(ii) resolutions passed in pursuance of sub-section (3) of section 179.
(iii) Sub-section (3) of section 179 provides among others that the Board of
Directors shall exercise the following powers on behalf of the Company by
means of resolutions passed at meeting of the Board :
(a) to borrow monies
(b)to invest the funds of the Company
(c) to grant loans or give guarantee or provide security in respect of loans
(d)to approve financial statement and the Board’s Report
(e) to diversify the business of the Company
(f) to takeover a Company or acquire a controlling or substantial stake in
another Company
(g)any other matter which may be prescribed
Pursuant to Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014
the Central Government has prescribed that in addition to the powers specified
under sub-section (3) of section 179 of the Act, the following powers shall also be
exercised by the Board of Directors only by means of resolutions passed at meeting
of the Board.
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
Managerial 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 approve quarterly, half yearly and annual financial statements or financial
results as the case may be.
