Pre agm board meeting

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Vicky Ek. (Querist)
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08 October 2014 Dear Sir,

The pre agm board meeting of a company was held on 25 August.

Audit report is signed on the same day.

So, in respect of the above board meeting, which resolutions have to be filed in MGT 14?

Kindly help. Pl. provide a format of the same.

Ankur Garg

Ankur Garg (Expert)
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08 October 2014 Section 179(3)(k) read with rule 8(5) of Companies (Meetings of Board and its Powers) Rules, 2014, prescribes few matters which shall be exercised, on behalf of the company, by the Board of Directors, only by means of resolutions passed at meetings of the Board.

Hence, whenever company passed any resolution to exercise the powers mentioned below as prescribed through rule 8(5) read with section 179(3)(k), said resolution would require to be filed with ROC within 30 days through form MGT.14.

One of the items given in rule 8(5) is ----to approve quarterly, half yearly and annual financial statements or financial results as the case may be. Accordingly board resolution passed to take note of the annual financial statements is required to be filed in MGT.14.

Please find below the sample board resolution for adoption of accounts:

“RESOLVED THAT subject to the approval of members, the Balance Sheet as at March, 31st 2014 and the Profit and Loss Account for the period ended March, 31st 2014 together with schedules and annexures thereon be and are hereby approved.

RESOLVED FURTHER THAT Mr. Manoj Bansal and Mr. Ajay Jain, Directors of the company and Mr. Mohit Jain, Company Secretary be and are hereby authorised to authenticate the Balance Sheet as at March, 31st 2014 and Profit and Loss Account ending on that date together with schedules and annexures thereon on behalf of the Board of Directors.

FURTHER RESOLVED THAT Mr. Manoj Bansal, Director of the Company, be and is hereby authorized to sign and file Form MGT-14 and all other necessary documents and Forms with Registrar of Companies, NCT of Delhi and Haryana and do all such acts, deeds and things as may be necessary to carry out above purpose.”

Thanks

Ankur Garg

Ankur Garg (Expert)
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08 October 2014 Law related to filing of form MGT.14 under Companies Act, 2013 (22 July)

Filing of form MGT.14 is mandated by section 117 of the Companies Act, 2013. Section 117(2), prescribe the penalty for non-filing of form MGT.14.

As per Section 117(2), if a company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than five lakh rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default, including liquidator of the company, if any, shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

For more clarity about form MGT.14 read my article available at the link mentioned below:

https://www.caclubindia.com/articles/list-of-resolutions-to-be-filed-with-roc-in-form-mgt-14-20664.asp#.U8O57KM27cs

Thanks

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