1. CH- VII: MANAGEMENT AND ADMINISTRATION UNDER COMPANIES ACT, 2013 CA Mohit Bhuteria

2. SECTION 117 RESOLUTIONS AND AGREEMENT TO BE FILED WITH THE REGISTRAR OF COMPANIES

3.  Section 117 of the Act specifies Resolutions and Agreements with explanatory statement u/s 102, if any, annexed to notice to be filed with ROC.  Special resolutions;  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; Resolutions to be filed with the Registrar

4.  Any resolution of the 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  Resolutions or agreements which have been agreed to by any class of members but which, 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; Resolutions to be filed with the Registrar

5.  Resolutions passed by a company according consent to the exercise by its Board of Directors of any of the following powers- - to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings. - to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of business; Resolutions to be filed with the Registrar

6.  resolutions requiring a company to be wound up voluntarily passed in pursuance of Section 304;  resolutions passed in pursuance of sub-section (3) of section 179; andsub-section (3) of section 179  any other resolution or agreement as may be prescribed and placed in the public domain.  Rule 24 of the Companies (Management and Administration) Rules, 2014 requires copy of every resolution or agreement required to be filed, shall be filed with the Registrar in Form No. MGT 14 along with the fee.  Proviso to Sec. 117: C opy of every resolution which has the effect of altering the articles and the copy of every agreement referred above, shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement. Resolutions to be filed with the Registrar

7. Section 179(3) provides for the following powers to be exercised by the Board by resolutions passed at meetings of the Board. These are also be required to be filed with ROC:  to make calls on shareholders in respect of money unpaid on their shares;  to authorise buy-back of securities;  to issue securities, including debentures, whether in or outside India;  to borrow monies;  to invest the funds of the company;  to grant loans or give guarantee or provide security in respect of loans;  to approve financial statement and the Board’s report; Section 179 (3) of the Act

8.  to diversify the business of the company;  to approve amalgamation, merger or reconstruction;  to take over a company or acquire a controlling or substantial stake in another company;  any other matter which may be prescribed: The Companies (Meetings of Board and its Powers) Rules, 2014 prescribes such other matters.any other matter which may be prescribed: Section 179 (3) of the Act

9. Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014 further prescribes the following powers of the Board of directors which shall be exercised only by means of resolutions passed at meetings of the Board, namely and required to be filed with ROC :- (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 KMP; (4) to appoint internal auditors and secretarial auditor; (5) to take note of the disclosure of director’s interest and shareholding; Companies (Meetings of Board and its Powers) Rules, 2014

10. (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. Companies (Meetings of Board and its Powers) Rules, 2014

11. PENALTY ON DEFAULT COMPANY LIABLE TO PAY FINE Not Less Than Rs. 5 lacs, extending upto Rs. 25 lacs EVERY OFFICER OF THE COMPANY WHO IS IN DEFAULT, INCLUDING LIQUIDATOR OF THE COMPANY, TO PAY FINE Not Less Than Rs. 1 lac, extending upto Rs. 5 lacs Company shall file the resolution or the agreement before the expiry of the period specified under section 403 i.e. 270 days from the date by which it should have been submitted, filed, registered or recorded as per the provisions of the Act, after payment of additional fee, failing which:

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