SECTION BASED ON NCLT IN COMPANIES ACT, 2013

Sr. No.	Section	Subject Matter	Any Other Information
1	16(1)(A)	The Company in general meeting shall pass an ordinary resolution for change of name on receipt of direction from the Central Government.	The Company shall change the name within 3 months of direction.
2	16(1)(B)	The Company in general meeting shall pass ordinary resolution for change by name by a new name on receipt of direction from the Central Government in response to a complaint regarding Trade Mark violation	The Company shall change the name within 6 months of direction.
3	61(1)	A Company, if authorized by its Articles, by ordinary resolution, can increase or consolidate its capital or sub-divide or cancel shares not taken up.	Return shall be filed with Registrar within 30 days of such alteration – See Section 64.
4	62 and Rule 4 (1) (b) of Companies Share Capital & Debenture Rules	Ordinary resolution for differential issue	In a listed company resolution will be passed by the postal ballot.
5	63(2)(b)	Approval of general meeting for issue of bonus shares
6	73(2)	Approval of general meeting for inviting deposits from members.
7	102	Appointment of Directors or considering any item at an extra ordinary general meeting by requisition from members by ordinary resolution.
8	102, 131, 134, 139, 152 (6)	Ordinary resolution in an annual general meeting for consideration of account and directors report and report of auditor, declaration of dividend, appointment of Directors in place of those retiring and appointment of Auditors.
9	148(3)	Remuneration of Cost Auditor shall be fixed by an ordinary resolution at the general meeting.
10	151	Appointment of a Director by small shareholder.
11	152 (2)	Ordinary resolution for appointing of Director at First General Meeting.
12	152(5)	Appointment of independent Director at General Meeting.	In the case of independent Director the board will give a report in the general meeting that he fulfills conditions for such appointment.
13	160	Appointment of Director on being proposed by a member of other person with a deposit of Rs. 1 Lacs.	The required notice shall given to the Company, 14 days before the meeting.
14	160 (1), (2) (3) (4)	Appointment of Additional Director, Alternate Director, Nominee Director and in a casual vacancy.
15	169(1), (2)	Removal of Director and appointment of Director in his place.	Special Notice as per Sec. 115 is required.
16	191(1) and Rule 17 of Companies (Meeting of Boards and his Power) Rules, 2014	Prior approval of general meeting for giving compensation to a Director for a loss of office.
17	192(1)	A Director of a Company or its holding associate or subsidiary Company or a person connected with him may acquire assets from the Company or the Company from him for consideration other than cash only and the prior approval in general meeting or were applicable general meeting of holding Company.
18	196(4) and part 3 of Schedule 5	The appointment of managerial personnel refer to in parts 1 and 2 is subject to the approval of the shareholders in general meeting.
19	196(4) and 197(1) 2nd provision	Approval of general meeting for appointment of managing director and others in access of date specified or for payment of commission to non-executive director at the rate in access of 1% or 3% of the net profit of the Company.
20	304(a)	Company in genera meeting passes an ordinary resolution requiring the company to be wound up voluntarily.
21	318(3)	Members pass a resolution for desolation of the Company in voluntary winding up.
22	354	In all matters relating to winding up of the Company the tribunal may take the wishes of members by way of resolution in general meeting.

   SECRETARIAL STANDARDS OF BOARD MEETING AS                               APPLICABLE FROM 1ST JULY, 2015

1. Scope

• Applicable on all types of Companies including Private Companies and Public Companies except one person Company.
• Also applicable on the Committee Meetings.

2. Convening a meeting

• Any Director can summon the meeting of the Board.
• Company Secretary or where there is no Company Secretary any person authorized by the Board shall convene the meeting on the requisition of the Director and in consultation with the Chairman/Managing Director/Whole Time Director.
• Every meeting shall have a serial number.
• A meeting can be convened at any time and place, on any day, excluding a national holiday.
• Minimum seven days notice should be sent to the all Directors of the Company at the address registered with the Company.
• Notice should be given to all the Directors by hand delivery or by Speed Post or by Registered Post or by courier or by fax or by email or by any other electronic means.
• Notice shall be issued by the Company Secretary and should specify serial number, day, date, time, full address of the venue of the meeting.
• Notice should specify whether the facility of participation through electronic mode is available or not.
• The agenda setting out the business to be transacted at the meeting and notes on agenda shall be given to the Directors at least seven days before the meeting unless the article prescribes a longer period.

3. Attendance at the meeting

• Every Company shall maintain attendance register for the meeting of the Board .
• This attendance register is to be maintained for 8 years.
• This attendance register should be in the custody of the Company Secretary.
• Every Director, Secretarial auditors, Statutory Auditor and Practicing Company Secretary shall have a right to inspect the register.
• Chairman shall confirm that attendance of those Directors passing through electronic mode by taking a roll call at the start of the meeting.
• Every entry in an attendance register should be authenticated by Company Secretary.

4. Quorum of the Meeting

• Quorum of the meeting shall be 1/3^rd of the total number of Director.
• Interested director shall not become part of quorum.
• Directors participating through electronic mode shall also be counted for the purpose of the quorum.
• Total strength for the purpose of the quorum shall not include director who's places are vacant.
• If the numbers of interested directors exceeds or equal to 2/3^rd of the total strength, remaining director not less than 2 shall become the quorum.
• If the quorum is not present at the meeting then the meeting shall get adjourned to the same date, time venue of the next week provided it is not a national holiday. National holiday means 2^nd October, 15^th August ,26^th January etc

5. Frequency of meetings

• There should be one meeting in every calender quarter and in total there should be atleast four meetings in a calender year.
• Gap between two meetings shall not be more than 120 days.
• First meeting should be held within 30 days of incorporation and should transact the business as specified in annexture B.
• In case of one person Company, dormant Company and small company one meeting in half calendar year is suffice.

6. Passing of resolution by circulation

• In an urgent matter except matter provided in annexture A, resolution can be passed by circulation.
• Where not less than 1/3^rd of total number of the Directors for the time being require the resolution to be decided at a meeting, the Chairman shall put the resolution for consideration at a meeting of the Board.
• Draft resolution should be circulated among the members.
• Draft of the resolution along with the necessary papers shall be circulated among the Directors.
• Circulation resolution should be accompanied with a note setting out details of the proposal.
• Every such resolution shall have a serial number.
• Resolution shall be approved when the majority of the Directors give assent to it.
• Resolution passed by circulation shall be noted at the next meeting of the Board.

7. Minutes

• Minutes should be maintained of every meeting of the Board in a separate register.
• Minutes can be in electronic form also.
• The pages of the minute book consequently numbered.
• Minutes of the Board meeting should be kept at the registered office of the Company.

8. Contents of Minutes

• Minute shall state at the beginning the serial number and type of the meeting, name of the Company, day, date, time of commencement and conclusion of the meeting.
• Minute shall record name of the director present, company secretary and invitee.
• Minute shall contain a record of all appointments of Director, Secretarial Auditor, Statutory Auditor, Cost Auditor, Internal Auditor, Key Managerial Personnel and one level below Key Managerial Personnel made at the meeting.
• Minute shall contain a record of election of Chairman, Record of presence of Quorum, Record of Directors who were granted leave of absence, Record of attendance of Directors, Record of Directors participating through electronic mode, Record of name of Company Secretary, Record of noting of Minutes, Record of interested Director not present during discussion and vote, Record of views of independent Director, Record of Directors participating only a part of a meeting, Record of Director dissenting and record of name of Director dissenting, Record of rectification by independent Director, in case meeting is called in shorter notice, Record of time of commencement and conclusion of meeting.

9. Recording of Minutes

• It is the duty of the Company Secretary to record the proceedings of the meeting in case if the Company Secretary is not there then the person is duly authorized by the Board shall record the proceedings of the meetings.
• Minutes should be written in third person in past tense. However resolution can be in present tense.
• Any document report on notes place before the meeting should be initialed by the Company Secretary or by the Chairman.
• Minutes of the proceeding should be noted in the next meeting.

10. Finalization of Minute

• Within 15 days from the date of the conclusion of the meeting of the Board, the draft Minutes thereof shall be circulated to all the members of the Board or the Committee for their comments.
• Proof of sending draft Minutes and its delivery shall be maintain by the Company.
• Director shall communicate in writing on the draft Minutes within 7 day from the date of circulation thereof so that the Minutes are finalized and enters into the Minute Book within the specified time of thirty days.
• The date of entry of the minutes in the minute book shall be recorded by the Company Secretary.
• Minutes once entered in the Minutes books shall not be altered.
• Minutes can be altered only at the subsequent meeting by the permission of the Board.
• Minutes of the meetings should be signed by the Chairman or by the Chairman of the next meeting.
• A copy of the signed Minutes certified by the Company Secretary or where there is no Company Secretary, by any director authorized by the Board and shall be circulated to all the directors within 15 days after these are signed.
• Only Directors, PCS, Secretarial Auditor, Statutory Auditor, Cost Auditor, Internal Auditor can inspect the Minutes of Board Meeting or Committee Meeting for the performance of his duties.

11. Preservation of Minutes

• Minutes of all the meetings should be preserved permanently.
• Office copies of notice agenda, notes on agenda should be preserved for 8 years.
• Minutes book should be in the custody of Company Secretary.

12. Disclosure

• Annual Report and Annual Return of the Company shall disclose the number and date of the meeting held during the financial year indicating the number of meetings attended by each director.

PRIVATE PLACEMENT

As per section 23 of Companies Act, 2013, private companies can issue securities through :-

1. by way of right issue or bonus issue or
2. through Private Placement

“Private Placements” means any offer of securities or invitation to subscribe securities to a select group of persons by a Company (other than by way of public offer ) through issue of Private Placement offer letter which satisfies the condition specified in this section.

Section 42 of Part II of Chapter III deals with Private Placement stating the following :-

1. Companies can make Private Placement through issue of Private Placement offer letter.
2. Companies can offer securities through private placements up to two hundred persons in a Financial year.
3. Company shall not make fresh issue of any kind of securities unless previous issue of securities is completed.
4. Company should accept consideration for issue of shares only through cheque and demand draft .
5. Company shall allot securities with in 60 days of receipt of application money.
6. Company shall make offer through private placement only to select group of people whose names are recorded in the Board meeting, authorizing issue of shares through Private Placement.
7. If the company, contravenes any of the provisions of this section, than private placement offer shall be deemed as Public offer attracting all the provisions which is applicable on Public offer.
8. Money received on application under this section shall be Kept in a separate bank account in a scheduled bank and shall not be utilized for any purpose other than -
   a) for adjustment against allotment of securities; or
   b) for the repayment of monies where the company is unable to allot securities.

Procedure for Private Placement offer letter :-

1. Company shall hold Board meeting to give in principle approval to issue shares through Private Placement. Company shall record the names of investors to whom shares shall be allotted on Private Placement and shall give approval to call for call General Meeting to take shareholders Approval for issuing shares through Private Placement.

2. Company shall send 21 days notice to all shareholders. Explanatory statement accompanied with notice to the shareholders shall state basis or justification for the price at which at which the offer for invitation is being made. Valuation report taken from registered valuers should be annexed with the notice.

3. In an Extra – ordinary General Meeting, Company shall pass special resolution for issue of shares through Private Placement and this special resolution should be filed with Registrar of Companies within 30 days in form MGT 14.

4. After taking special resolution in General Meeting, Company shall send invitation to subscribe for securities through issue of a Private Placement Offer Letter in form PAS-4. Application form serially numbered with a name of addressee written on it should be sent along with Form PAS – 4. Form PAS 4 should be sent only to those investors whose name is recorded for issue of shares though Private Placement. Only the addressee to whom Application form along with Letter of offer is sent shall be allowed to invest through the Application form sent to him. It should be stated in the Application form that payment for subscription of securities should be made by the addressee/investor through their own Bank Account.

5. Company shall hold Board Meeting within 60 days of receipt of money. In this Board Meeting, Company shall allot securities to the investor and within 30 days of allotment shall file return of allotment with Registrar Of Companies through Form PAS – 3 along with complete list of securities

6. Company shall maintain a complete record of Private Placement offers in form PAS - 5  

Corporate Social Responsibility

1. Under Section 135 of Companies Act, 2013, every company has to constitute Corporate Social Responsibility committee whose :-

• Net worth is above Rs 500 Crores or,
• Turnover is above Rs 1000 Crores or,
• Net Profit before tax is Rs 5 Crores or more.

2. Composition of Corporate Social Responsibility Committee :-

• CSR committee shall have three or more directors our of which one should be independent director.
• However, as per section 149 of Companies Act, 2013, if there is no requirement to appoint independent director on Board than no need to appoint independent director in CSR committee also.
• In case of private companies having two directors, than appointment of two directors in CSR committee is suffice as per law.

3. Corporate Social Responsibility Policy :-

• CSR committee shall formulate CSR policy.
• This CSR policy shall indicate projects/programs as provided in schedule VII to the Companies Act, 2013 which company intends to take on.
• Amount of expenditure apportioned for each project/program.
• Board shall approve such policy and put it in Board's Report and on Company's website, if any.

4. As per section 135 of the Companies Act, 2013, it is mandatory for the companies coming under the stated benchmark to set aside 2% of Average Net Profit of last three years for CSR expenditure. This CSR expenditure has to be carried out as per CSR policy framed by CSR committee and approved by Board

4. If the company ceases to be a company under section 135 of the Companies Act, 2013 than after three financial years, company can dissolve its CSR committee.

4. Failing to comply the provisions of Section 135 of Companies Act, 2013, company has to specify reasons behind the same in there Board Report.

4. Foreign Companies can en route there CSR expenditure in India through Indian subsidiaries.

4. One off events are not qualified for CSR expenditure.

4. The company may decide to undertake its CSR activities approved by the CSR committee, through a registered trust or a registered society or a company established by the company or its holding or subsidiary or associate company under section 8 of the act or otherwise :-

Provided that -

1. if such trust, society or company is not established by the company or its holding or subsidiary or associate company, it shall have an established track record of three years in undertaking similar programs or projects ;
2. the company has specified the project or programs to be undertaken through theses entities, the modalities of utilization of fund on such projects or programs and the monitoring and reporting mechanisms. ( produced as it is from the rules )

10. Every Company shall include holding and subsidiary companies.

10. CSR expenditure shall include all expenditure including contribution to corpus for projects or programs relating to CSR activities approved by the board on the recommendation of the CSR committee, but does not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the act. ( produced as it is from the rules )

Source :-

1. Section 135 of the Companies Act, 2013
2. Companies (Corporate Social Responsibility policy) Rules, 2014
3. Amended rules dated 12^th September, 2014
4. Amended Rules dated 19^th January, 2015
5. General Circular No. 21/2014
6. General Circular No. 36/2014 

Form MGT 14

Filing of form MGT 14 after the Notification dated 05.06.2015

Applicability of filing MGT 14 in case of both Private and Public Company

1. Special Resolutions;

2. Resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would have been effective for their purpsoe unless they had been passed as special resolutions;

3. any resolution of the Board of Directors of the Company or agreement executed by the company, relating to the appointment, re-appointment or renewal of the appointment, or variations of the terms of appointment, of a managing director;

4. 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

5. resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304;

6. any other resolutions as may be prescribed and placed in a public domain

Applicability of filing MGT 14 only in case of Public Company

1. Resolution under Section 180
2. to make call on shareholders in respect of money unpaid on their shares;
3. to authorize buy back of securities under section 68;
4. to issue securities, including debentures whether in or outside India;
5. to borrow monies;
6. to invest the funds of the company;
7. to grant loan or give guarantee or provide security in respect of loans;
8. to approve financial statements and the Board's resport;
9. to diversify the business of the company;
10. to approve amalgamation, merger or reconstruction;
11. to takeover a company or acquire a controlling or substantial stake in other company;
12. to make political contribution;
13. to appoint or remove Key Managerial Personnel;
14. to appoint internal auditors and secretarial auditor;