26 September 2012
REGISTRATION OF RESOLUTIONS AND AGREEMENTS
Section 192 of the Companies Act, 1956, provides that a company shall file resolutions and agreements of the following nature with the Registrar of Companies electronically in an e-Form 23 for registration:— (a) all special resolutions;
(b) 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;
(c) any resolution of the Board of directors of a company or agreement executed by a company relating to the appointment/re-appointment/renewal of the appointment, or variation of the terms of appointment of a managing director/whole time director/manager;
(d) resolutions or agreements which have been agreed to by all the members of any class of shareholders but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members;
(e) resolutions passed by a company according its consent to the Board of directors to exercise powers stipulated u/s 293(1)(a), 293(1)(d) and 293(1)(e);
(f) resolutions passed by a company approving the appointment of sole selling agent under section 294 or 294AA;
(g) resolutions requiring a company to be wound up voluntarily, passed pursuant to section 484(1);
(h) copies of the terms and conditions of appointment of a sole selling agent u/s 294 or of a sole selling agent or other person appointed u/s 294AA.
27 September 2012
Under Section 192(4) a copy of resolution together with the copy of explanatory statements are required to be registered in respect of following resolutions:
1. Special Resolution;
2. Any resolution which is specifically required to be approved by all the shareholders;
3. Any resolution of Board relating to appointment, reappointment or variation in terms of the Managing Director;
4. Resolution passed by any class of members by a specific majority or in some specific manner and all such resolutions which effectively bind all the members of any class though not agree to by all those members.
5. Ordinary Resolutions passed under section 293(1)(a) to (e), resolutions for the appointment of sole selling agent, resolution for voluntary winding up, terms of sole selling agents.
Above resolution are required to be registered with ROC under section 192(4) by filing form 23 within 30 days from the date of resolution.