Roc form 23

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ravi sarda

ravi sarda (Querist)

26 October 2013 is form 23 also required for ordinary business resolutions?

Ajay Mishra

Ajay Mishra (Expert)

26 October 2013 Generally not. But some ordinary resolution is required to be file with Form-23 as given in section 192.

Form 23 is required to be filed with ROC as per section 192 of the Companies Act, 1956. So all agreement and resolution mention in section 192 will be covered in Form-23.

Ajay Mishra

Ajay Mishra (Expert)

26 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.

Ankur Garg

Ankur Garg (Expert)

26 October 2013 Agree with the opinion of expert.
Filing of form 23 is 100% governed by section 192(4) of the Companies Act, 1956. Form 23 is required to be filed for registration of certain resolutions and agreements with concerned ROC. List of such resolutions and agreements is given in section 192(4).

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