CA Srihari (Charter Finace Analyst) (20 Points)

31 May 2022  



Within thirty days of the passing or making of any resolution or agreement relating to matters specified in sub-section (3), a copy of the resolution or agreement, along with the explanatory statement under section 102, if any, attached to the notice calling the meeting at which the resolution is proposed, shall be filed with the Registrar in such way and with such fees as may be stipulated within the time provided in section 403:


The copy of every resolution that has the effect of amending the articles, as well as the copy of every agreement referred to in sub-section (3), must be incorporated in or attached to every copy of the articles issued after the resolution or agreement is passed.


If a company fails to file the resolution or agreement under subsection (1) with the additional fee before the end of the period prescribed under section 403, the company shall be fined not less than five lakh rupees but not more than twenty-five lakh rupees, as well as every officer of the company who is in default, including the liquidator of the company, if any, shall be fined not less than one lakh rupees but not more than twenty-five lakh rupees.




For more than 26 various types of resolutions, form MGT.14 must be filed under the Companies Act of 2013. There are four sorts of resolutions/agreements that must be filed using form MGT.14:

  • Section 117(3) contains a list of resolutions and agreements.

  • Section 179(3) contains a list of resolutions.

  • Companies (Meetings of Board and its Powers) Rules, 2014, rule 8(5), read with Section 179(3), provide a list of resolutions

  • Distinctive Provisions




The following is a list of resolutions or agreements that must be filed with the ROC within 30 days using form MGT.14, as required by section 117(3):

  1. Resolutions of Special Interest;

  2. Resolutions that have been agreed to by all members of a firm but would not have been valid for their purpose unless they had been enacted as special resolutions if they had not been so agreed upon.

  3. Any resolution of a business's Board of Directors or agreement entered into by a company regarding the appointment, re-appointment, renewal, or adjustment of the terms of a Managing Director's appointment;

  4. Any resolutions or agreements that have been agreed to by a class of members but would not have been efficient for their intent unless they had been approved by a prescribed majority or otherwise in some specific manner if they had not been so agreed to; and all resolutions or agreements that efficiently bind such class of members even if they have not been accepted to by all those members;

  5. Resolutions by a corporation consenting to the exercise of any of the functions under clauses (a) and (c) of sub-section (1) of section 180 by its Board of Directors;

  6. Resolutions requiring the voluntary winding up of a corporation in accordance with section 304;

  7. Resolutions adopted in accordance with section 179, subsection (3);

  8. Any other resolution or agreement that has been prescribed and made public.


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