Resolutions Required To Be Filed Under Section 117 of Companies Act, 2013 and Amended Rules, 2015

RESOLUTION REQUIRED TO BE FILED UNDER SECTION 117 OF COMPANIES ACT, 2013 AND AMENDED RULES, 2015

BY

CS D HEM SENTHIL RAJ AND CS K VINOTH

As per the Notification dated 18^th March, 2015 issued by Ministry of Corporate Affairs, the following are the updated list of resolution required to be filed with the concerned Registrar of Companies, where the Registered Office of the Company is situated.

RESOLUTIONS AND AGREEMENTS TO BE FILED AS PER SECTION 117 SUB SECTION (3)

a)	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 or renewal of the appointment, or variation of the terms of appointment, of a managing director;
d)	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 propose 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;
e)	Resolutions passed by a Company according consent to the exercise by its Board of Directors of any of the power under clause (a) and clause (c) if subsection (1) of Section 180.
f)	Resolutions requiring a Company to be wound up voluntarily passed in pursuance of section 304.
g)	Resolutions passed in pursuance of sub section (3) of section 179; and
h)	Any other resolution or agreement as may be prescribed and placed in the public domain.

Items as prescribed under Section 180 sub section (1) clause (a) & (c):

a)	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.
c)	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:

Items as prescribed under Section 179 sub section (3):

a)	To make calls on shareholders in respect of money unpaid on their shares;
b)	To authorize 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 funds of the Company; (Omitted)
f)	To grant loans or give guarantee or provide security in respect of loans;
g)	To approve financial statement (Omitted) 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.

*As per the amendment notification, only the resolution for approval of quarterly, half yearly and annual financial statements or financial results are omitted

Any other matters as prescribed under Companies (Meeting of Board and its Powers) Amendment Rules, 2015

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 Management Personnel; (Omitted)
4)	To appoint internal auditors and secretarial auditor;
5)	To take note of the disclosure of director’s interest and shareholding. (Omitted)
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; (Omitted)
7)	To invite or accept or renew public deposits and related matters; (Omitted)
8)	To review or change the terms and conditions of public deposit; (Omitted)
9)	To approve quarterly, half yearly and annual financial statements or financial results as the case may be. (Omitted)

 BY

 CS K VINOTH

 CS D HEM SENTHIL RAJ