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 18th
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)
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Special Resolutions
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b)
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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;
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c)
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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;
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d)
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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;
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e)
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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.
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f)
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Resolutions requiring a Company
to be wound up voluntarily passed in pursuance of section 304.
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g)
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Resolutions passed in pursuance
of sub section (3) of section 179;
and
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h)
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Any other resolution or agreement
as may be prescribed and placed in the public domain.
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Items as prescribed under Section
180 sub section (1) clause (a) & (c):
a)
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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.
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c)
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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:
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Items as prescribed under Section
179 sub section (3):
a)
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To make calls on
shareholders in respect of money unpaid on their shares;
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b)
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To authorize buy-back
of securities under section 68
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c)
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To issue securities,
including debentures, whether in or outside India;
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d)
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To borrow monies;
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e)
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To invest
the funds of the Company; (Omitted)
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f)
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To grant loans or
give guarantee or provide security in respect of loans;
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g)
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To approve
financial statement (Omitted) and the Board’s
report; *
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h)
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To diversify the
business of the Company’
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i)
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To approve
amalgamation, merger or reconstruction;
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j)
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To take over a
company or acquire a controlling or substantial stake in another company;
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k)
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Any
other matter, which may be prescribed.
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*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)
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To make political contributions;
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2)
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To appoint or remove key managerial personnel
(KMP);
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3)
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To take note of appointment (s) or
removal(s) of one level below the Key Management Personnel; (Omitted)
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4)
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To appoint internal auditors and secretarial auditor;
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5)
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To take note of the disclosure of
director’s interest and shareholding. (Omitted)
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6)
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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)
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7)
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To invite or accept or renew public
deposits and related matters; (Omitted)
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8)
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To review or change the terms and
conditions of public deposit; (Omitted)
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9)
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To approve quarterly, half yearly and
annual financial statements or financial results as the case may be.
(Omitted)
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BY
CS K VINOTH
CS D HEM SENTHIL RAJ
