Filing of Board resolution for related party transaction
periwal...@gmail.com
VIMAL SHARMA Compliance
I don't think you should file the said Resolution-
Following is the list of items to be filled with ROC-
RESOLUTIONS REQUIRED TO BE FILED WITH THE REGISTRAR OF COMPANIES
Section 117 of the Companies Act, 2013 (the Act), enumerates a list of Resolutions which are required to be filed with the Registrar of Companies.
These resolutions are to be filed within 30 days of passing of the Resolution. The prescribed Form is MGT – 14.
As per Section 117 of the Act following Resolutions are required to be filed:
i. all special resolutions
ii. 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.
iii. any resolution ofthe Board of Directors of a company or agreement executed by a Company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment of a managing director.
iv. resolutions or agreements which have been agreed to buy any class of members but, if not so agreed to, would not have been effective for their purpose unless they had been passed by a specified majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind such class of members though not agreed to by all those members.
v. resolutions passed by a Company according consent to the exercise by its Board of directors of any of the powers under clause (a) and clause (c) of sub-section (1) of section 180.
vi. resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304.
vii. resolutions passed in pursuance of sub-section (3) of section 179.
viii. any other resolution or agreement as may be prescribed and placed in the public domain.
Sub-section (3) of section 179 provides that the Board of Directors shall exercise the following powers on behalf of the Company by means of resolutions passed at meeting of the Board:
(a) to make calls on shareholders in respect of money unpaid on their shares.
(b) to authorise buy – back of securities under section 68
(c) to issue securities, including debentures, whether in or outside India.
(d) to borrow monies
(e) to invest the finds of the Company
(f) to grant loans or give guarantee or provide security in respect of loans
(g) to approve financial statement and the Board’s Report
(h) to diversify the business of the Company
(i) to approve amalgamation, merger or reconstruction.
(j) to take over a Company or acquire a controlling or substantial stake in another Company
(k) any other matter which may be prescribed
The Board may by a resolution passed at a meeting, delegate to any committee of directors the managing director, the manager or any other principal officer of the Company or in case of a branch office of the Company, the principal officer of the branch office, the powers specified in clauses (d) to (f) on such conditions as it may specify.
Pursuant to Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014 the Central Government has prescribed that in addition to the powers specified under sub-section (3) of section 179 of the Act, the following powers shall also be exercised by the Board of Directors only by means of resolutions passed at meeting of the Board.
1. to make political contributions
2. to appoint or remove key managerial personnel (KMP)
3. to take note of appointment (s) or removal (s) of one level below the Key Managerial Personnel.
4. to appoint internal auditors and secretarial auditor
5. to take note of the disclosure of director’s interest and shareholding.
6. to buy, sell investments held by the Company (other than trade investments), constituting five percent or more of the paid up share Capital and free reserves of the investee Company
7. to invite or accept or renew public deposits and related matters
8. to review or change the terms and conditions of public deposit
9. to approve quarterly, half yearly and annual financial statements or financial results as the case may be.
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