Dear Friends,
As we all know that Most of the Provisions of the Companies Act-2013 are applicable w.e.f. 1-4-2014 and are relevant for the Financial Year 2014-15 and onwards. Many changes have taken place in the present scenario of Companies Act-2013 in comparison to Companies Act-1956.
The Board of Directors and Shareholders take many decisions by way of resolutions to run a company. As per the Companies Act-1956, some resolutions were required to be filed with ROC. But the Companies Act-2013, has widened the list of resolutions to be filed by the company with ROC. Please Note that this requirement is applicable on every company, Whether, Listed, Public, Private.
1- TIME LIMIT AND FEES FOR FILING OF RESOLUTION
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SI.NO.
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TIME LIMIT FOR FILING
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FEES FOR FILING
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1-
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With in 30 days of passing the resolution
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Normal fees as prescribed in Table A of Fees
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2-
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Within Next 270 days after above mentioned 30 days
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Normal Fees + additional Fees which may go up to 12 times of normal fees
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The Fees has been prescribed in the Table A and Table B of the Table given in the Companies (Registration office and fees) Rules, 2014
2- PENALTY FOR NON FILING
If the Resolutions and agreements (as given Under Section 117 to be filed) has not been filed with in the time mentioned in the above mentioned table, then the Company and Every officer in default is liable to pay penalty as given in the following table.
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SI.NO.
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WHO ARE LIABLE FOR PENALTY
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QUANTUM OF PENALTY
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1-
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Company
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Minimum - Rs.5,00,000/-
Maximum - Rs.25,00,000/-
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2-
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Every Officer of the Company who is in default
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Minimum - Rs.1,00,000/-
Maximum - Rs.5,00,000/-
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3- HOW RESOLUTIONS ARE TO BE FILED
All the resolutions and agreements which are required to be filed will be filed in FORM- MGT-14.
4- LIST OF RESOLUTIONS AND AGREEMENTS TO BE FILED (Prescribed U/S 117 of the Companies Act-2013)
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(a)
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All special resolutions (It is to be worth mentioning here that in Companies Act, 2013, the requirement to pass special resolutions has been prescribed in various sections)
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(b)
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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
The Resolution u/s 180(1)(a) is for
To sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings.
The Resolution u/s 180(1)(c) is for
To borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company's bankers in the ordinary course of business:
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(C)
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Resolutions passed in pursuance of sub-section (3) of section 179;
The Resolutions u/s 179(3) are for
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(a)
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To make calls on shareholders in respect of money unpaid on their shares;
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(b)
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To authorise buy-back of securities under section 68;
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(c)
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To issue securities, including debentures, whether in or outside India;
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(d)
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To borrow monies;
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(e)
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To invest the funds of the company;
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(f)
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To grant loans or give guarantee or provide security in respect of loans;
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(g)
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To approve financial statement and the Board's report;
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(h)
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To diversify the business of the company;
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(i)
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To approve amalgamation, merger or reconstruction;
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(j)
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To take over a company or acquire a controlling or substantial stake in another company;
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(k)
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any other matter which may be prescribed (As per the prescribed Rules, the following types of resolutions are to be passed at Board Meeting)
(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.
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(d)
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Resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304;
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(e)
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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;
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(f)
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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;
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(g)
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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;
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(h)
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any other resolution or agreement as may be prescribed and placed in the public domain.
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5-CONCLUSION
From the above discussion it can be very well understand what is the importance of Minute Book Maintenance in real time, What are the consequences of non filing of resolutions and agreement in time, what is the importance of Professionals in the functioning of a Company, whether the company is big, medium or small.
Note : In the above article, some words have been marked in red ink which in my opinion should be emphasized.
Hope the information will assist you in your Professional endeavours. In case of any query/ information, please do not hesitate to write back to us.
Thanks and Best Regards
CA SOHRABH JINDAL
FCA, DISA(ICAI)
F-14B, Ground Flr, Street No-29,
Madhu Vihar, Patparganj,
Delhi-110092.
Desktel: +91-11-47603624
Mobile: +91 9810216640
Email: sohrabh2006 at the rate of gmail.com
Disclaimer: The contents of this document are solely for informational purpose. It does not constitute professional advice or recommendation of firm. Neither the authors nor firm and its affiliates accepts any liabilities for any loss or damage of any kind arising out of any information in this document nor for any actions taken in reliance thereon.
Readers are advised to consult the professional for understanding applicability of this newsletter in the respective scenarios. While due care has been taken in preparing this document, the existence of mistakes and omissions herein is not ruled out. No part of this document should be distributed or copied (except for personal, non-commercial use) without our written permission.
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