Filing of form 23

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

12 July 2013 I have filed Form 23 for one of my client which is a public limited company attaching board's resolution approving text of advertisement for inviting deosits from public.I received a query from MCA asking under which provision of the Companies Act is this form filed?I had mentioned that the form is filed under sectin 58A of Companies Act.They also said that the text of advertisement is not attached with the Form 23 and hence it is not approved.I knew Form 62 is required for filing text of advertisement but their query has made me confused.Can you suggest the correct way?

Ajay Mishra

Ajay Mishra (Expert)
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12 July 2013 Hi

At which point, you have confusion. 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.

But it not said that Form-23 filed with attachment of Board Resolution under section 58A.

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