| REGION & PLACE | DATE | PROGRAM DESCRIPTION | SPEAKERS | ORGANISER | VENUE | TIMING | FEES |
| North East India,Dibrugarh | 23/8/14 | Company Law | CA Nitesh More | ICAI:Dibrugarh Branch | Gymkhana Club | 11:30am onwards | 600 |
| Saturday | Reassessment,Revision & Tax Audit Report | Subhash Agrawal | Anolapoty, Digrugarh | ||||
| Dhanbad | 27/8/14 | Company Law | CA Nitesh More | ICAI:Dhanbad Branch | Hotel Siddhi vinayak | 9:30am onwards | 600 |
| Wednesday | Recent Changes in Tax Audit Report | CA K K Chhaparia | |||||
| Raniganj | 27/8/14 | Company Law | CA Nitesh More | ICAI:Raniganj Branch | BN Agrawal memorial | 3:00pm onwards | 200 |
| Wednesday | Hospital Building, | ||||||
| Raniganj | |||||||
| West Bengal | 29/8/14 | Company Law | CA Nitesh More | Views Exchange CA Study Circle | Merchant Chamber | 4 pm tp 7 pm | 200 |
| Kolkata | Friday | Service Tax | CA Sushi Goyal | of commerce | |||
| &CA Ankit Kanodia | 6 N S Road, Kolkata | ||||||
| West Bengal | 31/8/14 | Company Law | CA Nitesh More | VIP Road CA Study Circle | 220 Bangur Avenue | 10am to 1 pm | 100 |
| Kolkata | Sunday | Block A, Kolkata | |||||
a)DRAFT BOARD RESOLUTION TO BE PASSED IN FIRST BOARD MEETING
Note: if you are required to file DPT4 , a resolution should be passed authorizing a director to file DPT4. Such approval can be in either First Board meeting or in subsequent board meeting. Similar requirement is for the granting or borrow of Loan or investment.
Letter head of company (also include cin no, phone no, email id)
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF ………………………… PRIVATE LIMITED HELD ON 30th July , 2014 at 10 A. M. at its Registered Office.
1. DRAFT ACCOUNTS
“RESOLVED THAT Draft Balance Sheet as at 31st March, 2014 and Draft Statement of Profit and Loss for the year ended on that date alongwith Notes as placed before the meeting be and is hereby approved.”
“RESOLVED FURTHER THAT Sri…………….. and Sri……………, Directors of the Company be and are hereby authorized to sign the same on behalf of the Board.”
“RESOLVED FURTHER THAT after signature by the Directors as above the said Accounts be sent to the Auditors in compliance of Section 134(1) of the Companies Act, 2013 for their Report thereon.”
2. POWER TO BORROW
“RESOLVED THAT pursuant to section 179 (3) (d) of the Companies Act, 2013 Sri ……………. Director of the Company be and is hereby authorised to borrow money from time to time, for the purpose of the business of the Company from any bank, financial institutions, Govt Agencies, Companies or from any other persons on such terms and conditions and interest as he may deem fit and proper provided however that total amount borrowed shall not exceed a sum of rupees………………. only outstanding at any point of time.”
3. POWER TO INVEST FUNDS OF THE COMPANY
“RESOLVED THAT pursuant to section 179 (3) (e) of the Companies Act, 2013, Sri …………….. Director of the Company be and is hereby authorised to invest the Funds of the Company in shares and securities of joint stock Companies, shares and securities of banks, financial institutions and public sector undertaking, units of mutual funds bonds including bonds issued by Government, RBI Bonds, deposits with Bank and Companies and such other investments subject to such terms and conditions and for such period with or without interest as he may deem fit and proper with a power to sell, very and dispose of such investments at his discretion, provided however that total amount of outstanding investments shall not exceed a sum of Rupees --------------- at any point of time.
4. POWER TO MAKE LOANS
“RESOLVED THAT pursuant to section 179(3)(f) of the Companies Act, 2013 Sri …………. Director of the Company be and is hereby authorised to make loans and or to give guarantees or provide securities in respect of any loan or otherwise subject to such terms and conditions and rate of interest and for such period to such companies, firms, individuals or other persons as he may deem fit and proper from time to time, provided however that total amount of outstanding loans, guarantees given and securities provided shall not exceed a sum of rupees ---------------- at any point of time.
5) DISCLOSURE OF INTEREST UNDER SECTION 184
“RESOLVED THAT declaration under section 184 of the Companies Act, 2013 for disclosure of interest and shareholding in Form No MBP – 1 for the financial year 2014-2015 received from all the Directors of the Company namely Sri …….Sri ….. and Sri ….. and placed before the meeting be and is hereby noted and taken on record.”
6) ADJOURNMENT OF BOARD MEETING
“RESOLVED THAT the meeting of Board is adjourned to 5P.M. at the registered office today.
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE ADJOURNED MEETING OF THE BOARD OF DIRECTORS OF ………………………… PRIVATE LIMITED HELD ON 28th July , 2014 at 5 P.M. at its Registered Office.
1) TAKING RECORD OF AUDITED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2014
“RESOLVED THAT the Boards hereby adopts statutory Auditors Report on the financial statement comprising Balance Sheet as at March 31, 2014, Statement of Profit and Loss for the year ended March 31, 2014, together with the Notes forming part thereof, tabled at the meeting & Board recorded that there is no adverse or qualificatory remarks from auditor..
2) APPROVAL OF DIRECTOR’S REPORT FOR THE YEAR ENDED MARCH 31, 2014
“RESOLVED THAT the Report of the Board of the Directors of the Company for the financial year ended March 31, 2014, as per the draft placed before the meeting, be and is hereby approved together with the annexure thereto, if any and that, Mr................. Chairman of the Board of Directors, be and is hereby authorised to make all such changes as may be deemed necessary, finalise and sign the same for and on behalf of the Board.”
3)HOLDING OF AGM
“RESOLVED THAT the Board decides the Date, time & place of AGM be hereby fixed on 30th September, 2014 on 11 A.M. at Its Registered office & all the directors are hereby authorised to issue notices for the same. .
4) “RESOLVED FURTHER THAT the Director’s Report, Audited financial statement comprising Balance Sheet as at March 31, 2014, Statement of Profit and Loss for the year ended March 31, 2014 together with the Notes forming part thereof, notice of AGM tabled at the meeting be and are hereby approved and the same be issued and circulated to the members and laid at the forthcoming Annual General Meeting for adoption by the members of the Company”
Note:
1) If you are required to file DPT4 , a resolution should be passed authorizing a director to file DPT4. Such approval can be in either First Board meeting or in subsequent board meeting. Similar requirement is for the granting or borrow of Loan or investment.
2) Resolution 1 , 3, 4 passed in adjourned AGM are not required to be filled to ROC.
RECORDING OF DIRECTORS’ INTEREST AND SHAREHOLDING
“RESOLVED that the declaration given by Directors of the Company in Form MBP-1 pursuant to Section 184 of the Companies Act, 2013, related to their interests and shareholding in other companies and entities, be duly noted.”
POWERS OF BOARD
“RESOLVED FURTHER that pursuant to Section 179(3) and other applicable provisions, if any, of the Companies Act, 2013, consent of the Board of Directors of the Company, be and is hereby accorded for the following matters:
1) To borrow by way of secured or unsecured loans/advances to the extent of limit prescribed as per applicable sections and provisions of the Companies Act, 2013 from eligible person(s) or bodies corporate as the directors may severally deem fit from time to time, in one or more tranches, and on such terms and conditions as may be mutually agreed between such person(s) or bodies corporate and the company; {at least pass this resolution who has already having existing borrowings which is NOT exceeding the amount of share capital + free reserves}
or
Proposal in board meeting to be considered in General Meeting by way of passing the special resolution
To borrow by way of secured or unsecured loans/advances which is presently exceeding the threshold limit as mentioned in 180(1)(C) and will further be increased by an amount of Rs._____________ (Rupees ___________________________) from person(s) as the directors may severally deem fit from time to time, in one or more tranches, and on such terms and conditions as may be mutually agreed between such person(s) and the company;{pass this resolution who has already having existing borrowings which is exceeding the amount of share capital + free reserves}
2) To invest funds of the Company in securities, debentures, mutual funds, fixed deposits, properties and on such other manners as the directors may severally deem fit from time to time;
3) To buy, sell or dispose of the investments of the Company whether the same may exceeds five percent or more of the paid up share capital and free reserves of the investee company or/and as the directors may severally deem fit from time to time;
4) To grant loans/give guarantees/provide securities upto the limits specified u/s 186 of Companies Act, 2013 to person(s) as the directors may severally deem fit from time to time, in one or more branches, and on such terms and conditions as may be mutually agreed between such person(s) and the company
This resolution to be used either in first meeting held after June 14, where the AGM will be followed and no other BOD in between, in that case 6) and 7) below will also be passed along with
5) Proposal in board meeting to be considered in General Meeting by way of passing the special resolution
To grant loans/give guarantees/provide securities which has already exceeded the limits specified u/s 186 of Companies Act, 2013 as on the enactment of the Act and the said to person(s) as the directors may severally deem fit from time to time, in one or more tranches, and on such terms and conditions as may be mutually agreed between such person(s) and the company {better to pass this resolution in the board meeting to be held before the forth coming general meeting or at any time before 31.03.15, in that case extra-ordinary general meeting is to be held thereafter}
6) Approval of directors’ report
Resolved that the draft directors’ report for the year ended 31st March 2014 as placed on the table be approved
Further resolved that the Chairman or any director be authorized to make such modifications to the draft as may be necessary and the Chairman be hereby authorized to sign the report on behalf of the board.
7) Adoption of audited annual accounts and audited financial results for the year ended 31st March 2014
Resolved that the audited annual accounts (Statement of profit & loss for the year ended 31st March 2014, Balance sheet as at 31st March 2014 together with Schedules and notes of the Company and Cash Flow Statement [x1] of the Companies Act 1956 for the year ended 31st March 2014) be and are hereby approved by the board and the same be signed by all the director present and the same be forwarded to the auditors of the Company for their authentication and report there on.
“RESOLVED FURTHER that Mr. _____________ and Mr. _________________, Director of the Company, be and are hereby authorized and empowered to do all needful in this regard including registration of the aforesaid Resolutions by filing the necessary Forms with the Registrar of Companies, West Bengal by affixing their respective digital signature certificate.
CERTIFIED TRUE COPY
FOR ________________ PVT. LTD.
(DIRECTOR)
[x1]Prepare the list of cash flow statement where applicable
1) If turnover of Pvt Ltd Co less than 2 crores, such company is small co. or
2) If paid up capital of Pvt Ltd Co is less than 50 Lakhs, such co is also small co. If you meet any of the criteria , your co is small co.
3) However, as per definition of small company, holding or a subsidiary company can never be small company.
4) As per sec 173(5), a One Person Company, small company and dormant company may hold minimum 2 Board meeting in a year in such a way that at least one meeting of the Board of Directors has been conducted in each half of a
5)Small co can hold Board meeting by 3th Sep
Hello Professional,
1. Section- 8: For a company registered under Section- 8 to convert itself into a company of any other kind or alteration of its Memorandum or Articles
2.
3. Section – 12: Shifting Of Registered Office.
4. Section-13: Alteration in MOA.
5. Section- 14: Alteration in Article.
6. Section 13(8): A company, which has raised money from public through
Prospectus and still has any unutilized amount out of the money so raised, shall not
Change its objects for which it raised the money through prospectus unless a special
Resolution is passed by the company.
7. Section 27(1): A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except subject to an authority given by the company in general meeting by way of special resolution.
8. Section 41A: A company may, after passing a special resolution in its general meeting, issue depository receipts in any foreign country in such manner, and subject to such conditions, as may be prescribed. (Section still not applicable).
9. Section 48(1): Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class.
10. Section 54: Issue of Sweat Equity Shares.
11. Section 62(1) (c): Preferential allotment of shares.
12. Section 65: Conversion of Unlimited company into limited company.
13. Section 66(1): Reduction of Share Capital.
14. Section 67(3) (b): Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employees.
15. Section 68(2)(b): Buy Back of Shares.
16. Section 71(1): A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption: Provided that the issue of debentures with an option to convert such debentures into shares, wholly or partly, shall be approved by a special resolution passed at a general meeting.
17. Section 76: Inviting deposits from person other then members.
18. Section-94: Keep registers at any other place in India.
19. Section 140(1): The auditor appointed under section 139 may be removed from his office before the expiry of his term only by a special resolution of the company, May appoint more than 15 directors by passing of Special resolution.
20. Section- 149(10): Re-appointment of Independent Director.
21. Section 165(2): Subject to the provisions of sub-section (1), the members of a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors.
22. Section- 180: The Board of Directors of a company shall exercise the following powers only with the consent of the company by a special resolution, namely-
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.
b. to invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation.
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.
d. to remit, or give time for the repayment of, any debt due from a director.
23. Section- 185: For approving scheme for giving of loan to MD or WTD.
24. Section- 188: To enter into related party transaction with the company if paid up capital of company exceed Rs.10/- Crore.
25. Section- 186(3): Loan& Investment by company exceeding 60% of paid up share capital or 100% of free reserve.
26. Section- 196: Appointment of a person as Managerial Personnel if, the age of
Person is exceeding 70 year.
27. Schedule V: Remuneration to Managerial personnel if, profits of company
are Inadequate.
28. Section 248: Power of registrar for removal name of company.
29. Section 271(1)(b): Special Resolution for winding up of the company by Tribunal.
30. Section 304(b): Special Resolution for winding up of company
AS PER SECTION 179(3): The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:—these resolutions are also necessary to file in MGT-14.
31. To make calls on shareholders in respect of money unpaid on their shares.
32. To authorize buy-back of securities under section 68.
33. To issue securities, including debentures, whether in or outside India;
34. To borrow monies;
35. To invest the funds of the company;
36. To grant loans or give guarantee or provide security in respect of loans;
37. To approve financial statement and the Board’s report;
38. To diversify the business of the company;
39. To approve amalgamation, merger or reconstruction;
40. Take over a company or acquire a controlling or substantial stake in another company;
41. Any other matter which may be prescribed.
In addition to the things mention above the following things are shall also require to file with ROC in MGT-14 per Rule 8 of Companies (Meetings of Board and its Powers), Rules 2014-
42. To make political contributions.
43. To appoint or remove key managerial personnel (KMP)
44. To take note of appointment(s) or removal(s) of one level below the Key Management Personnel;
45. To appoint internal auditors and secretarial auditor;
46. To take note of the disclosure of director’s interest and shareholding;
47. To buy, sell investments held by the company (other than trade investments), constituting 5% or more of the paid up share capital and free reserves of the investee company;
48. To invite or accept or renew public deposits and related matters;
49. To review or change the terms and conditions of public deposit;
50. To approve quarterly, half yearly and annual financial statements or financial results as the case may be.
Regards,
CS Divesh Goyal,Delhi
+91-8130757966
Warm Regards
"Team" CA.Nitesh More | FCA, |
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From: Divesh Goyal <csdiveshgoyal@gmail.com>
Date: Tue, Jul 15, 2014 at 10:18 AM
Subject: List of Resolution for which MGT-14 require to file
To: Nitesh More <moreassociate@gmail.com>
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