Thursday, July 24, 2014


A.      As per Section 117 (3)- Resolutions at general meeting:-
a.       Any special resolutions;
b.      Resolutions agreed by all members of the company or if not so agreed by all members, would not have been effective unless passed as special resolutions;
c.       Any resolution of the Board of Directors or agreement executed by the company, relating to the appointment/re-appointment/ renewal/variation of the term of appointment, of MD;
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 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;
e.      resolutions passed by a company according consent to the exercise by its Board of Directors of any of the powers under section 180 (1) (a), (c)  [ sell/lease undertaking, borrow of funds];
f.        resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304;
g.       Resolutions passed in pursuance of section 179 (3);
h.      Any other resolutions/agreements as may be prescribed & placed in public domain;
B.      As per section 179(3)- Board Resolutions:-
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;
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 which may be prescribed;
C.      Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014]:-
a.       to make political contributions;
b.      to appoint or remove key managerial personnel (KMP);
c.       to take note of appointment(s) or removal(s) of one level below the Key Management Personnel;
d.      to appoint internal auditors and secretarial auditor;
e.      to take note of the disclosure of director’s interest and shareholding;
f.        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;
g.       to invite or accept or renew public deposits and related matters;
h.      to review or change the terms and conditions of public deposit;
i.        to approve quarterly, half yearly and annual financial statements or financial results as the case may be.
D.   As per section 94 read with Rule 15 (6) of Companies (Management & Administration) Rules 2014 : [maintenance of Books/Registers at place other than Registered Office]
                   Company need to file in advance, a copy of special if it wants to kept its registers and copies of  annual returns outside the registered office

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