Resolutions

This query is : Resolved

Guest

Guest (Querist)

08 October 2013 Dear Experts

I want to know
whether there is any requirement to file any form with MCA
as and when Private or Public limited company pass resolution
( whether Special resolution or ordinary resolution )

IF YES then
1. which Form is used to file such resolution

2. within which time period it must be filed

Ajay Mishra

Ajay Mishra (Expert)
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08 October 2013 Hi

Read section 192 of the Companies Act, 1956 and section 117 of the new Companies Act, 2013.

Under Companies Act, 1956:

I will suggest you to check Form-23 in which the details are given for filing of such Form.

Ajay Mishra

Ajay Mishra (Expert)
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08 October 2013
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.

Ajay Mishra

Ajay Mishra (Expert)
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08 October 2013
Manner of Registration:

A copy of resolution as aforesaid together with the copy of the statement of material facts (explanatory statement) annexed under section 173 of the Act, to the notice of the meeting in which such resolution has
been passed and/or a copy of agreement as aforesaid shall be filed with the concerned Registrar of Companies alongwith requisite filing fee as per Schedule X of the Act, within 30 days after passing such resolution. If default is made in complying with the provision of section 192(1), the company and every other officer of the company who is in default shall be punishable with fine which may extend to Rs. 200 for every day during which default continues.
On receipt of e-Form 23, the Registrar shall register such resolutions and agreements. After registration in accordance of the provisions of the Act, these resolutions shall be available for inspection at the office of the Registrar of Companies.

Guest

Guest (Querist)

08 October 2013 Thanks sir

Ajay Mishra

Ajay Mishra (Expert)
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08 October 2013 My Pleasure..........

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