Board resolution

[deepali balpande]

Dear all

I have following query :

If a board resolution is passed for issue of shares subject to approval at egm and in egm issue of shares resolution is passed and after that at board meeting resolution for allotment of shares is passed. I wish to ask which board resolution is required to file with mca through mgt 14 form. Whether it is one of before egm or after egm..? Please reply.

[V Kartik]

For MGT-14, board resolution is not required to be attached. 

EGM notice, EGM resolution, Altered Articles, Valuation Report are required to be attached. 

Kartik

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[Parchuri Sanjay]

MGT-14 for board resolution for issue of shares is resolution passed before EGM.

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[deepali balpande]

Dear Sir

I mean to ask  which board resolution need to file through mgt 14 for issue of shares. ? Whether proposing resolution passed before egm or board resolution for allotment of shares after egm . ? I think it is board resolution after egm because after egm company offer shares to the investors and when investors accept offer the company actually issue or allot shares to the investors.  For board resolution for issue of shares letter of offer is considered. Board resolution before egm is only recommending and not final one. If egm dint approve the same,no question of issue of letter of offer arise. All other items except sec 94 which calls for filing mgt 14 are not recmmendatory nature but of final one.. am I correct.? Please  advise me. Members please suggest .

Thanks &Regards,

DEEPALI 

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[Parchuri Sanjay]

Filing depends on nature of issue.

If it’s rights then not required. If it’s by way of private placement or preferential allotment then filing of Mgt 14 is required for both board and EGM resolution.

Regards 

Sanjay 

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[V Kartik]

How can you file board resolution in MGT-14 which is conducted after EGM ? As you are aware, the purpose behind filing MGT-14 is to file shareholders resolution. 

Your query is also incomplete whether it's for public or private company. If it's a private company, they are exempted from filing board resolution in MGT-14.

Secondly, as stated in my reply earlier, board resolution is not required to be attached in MGT-14. I have clearly stated in my earlier mail as to what documents are required. I have responded based on what I had filed in MGT-14 while doing private placement (for a private company). If you still feel, board resolution is necessary to be attached, it should be the one which is conducted prior to the EGM & not after. Yes you are right, that at EGM, the shareholders approve the offer. Then at the next board meeting, (based on shareholders approval at the EGM), allotment is made to the allottees. 

The board resolution after EGM is to be attached in PAS-3 (within the prescribed time limit depending upon the mode of issue). 

Kartik

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[deepali balpande]

Thank you all for your replies .

Thanks & Regards,

Deepali

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[Tanvi Aggarwal]

You have to confirm whether yours a private company or a public company.

In case of private company, shareholders resolution only if SR was passed otherwise not.

In case of public company, you need to file the one that was subject to approval of the shareholders (i.e. the before the egm) and in case your shareholders resolution was passed through SR, then the same also.

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Regards

Tanvi- Aggarwal
9999629990

[deepali balpande]

Dear Tanvi,

The case  is  of public unlisted company. Now Board resolution of Dec 2019 which was subject to approval of the EGm  was failed to file. Now what is recourse?. Can MCA accept MGT 14 form with late fee . ?

Has any one experienced such thing.?

please share your views. 

Thanks & Regards,

Deepali 

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[Tanvi Aggarwal]

ideally you are late. you are required to file the same within 30 days.

you can but subject to the fact thaf you might receive notice from ROC for adjudication.

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[deepali balpande]

Thanks Tanvi. 

with regards,

deepali

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