Circulation of member’s resolution: [Section – 111]

1. While the board enjoys the primacy in setting the agenda of the meeting, the members are
given a right under section – 111 to propose resolutions for consideration at the general
meetings.

2. The prerequisites for a valid requisition:

a) The requisition must be made in writing and signed.

b) The requisition must be made by the members who are holding not less than one-tenth of the
paid – up share capital of the company or not less than one – tenth of the voting powers.

c) Two or more copies of the requisition shall contain signature of all the requisitionists.

d) It must be deposited at the registered office of the company not less than 6 weeks before the
meeting in the case of a requisition requiring notice of a resolution.

e) A sum reasonably sufficient to meet the company’s expenses in giving effect to proposing the
resolution is deposited or tendered.

f) The company shall give notice of resolution to members, which is intended to be moved at a
meeting and circulate to members any statement with respect to the matters referred to in
proposed resolution to be dealt with at that meeting.

Resolution and agreements to be filed [Section - 117]

Below specified resolutions and agreements along with explanatory statement shall be filed with
ROC, in the form no: MGT – 14 within 30 days of passing of resolution or executing an
agreement:

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 not have been effective for their purpose unless they had been passed as special
resolution.

3. Any resolution of the Board of directors of a company or agreements 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.

4. Resolution 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 –
59 of the Insolvency and bankruptcy code, 2016.

6. Resolutions passed under Section – 179(3) [The BOD shall exercise some powers on behalf of
the company by means of resolutions passed at meetings of the Board].

Exception:

Nothing contained in this clause shall apply in respect of a resolution passed to grant loans, or
give guarantee or provide security in respect of loans under section – 179(3) in the ordinary
course of its business by

a) a banking company

b) any class of non-banking financial company registered under Chapter IIIB of the RBI Act,
1934, as may be prescribed in consultation with the RBI.

c) Any class of housing finance company registered under the National Housing Bank Act, 1987,
as may be prescribed in consultation with the National Housing Bank

7. Any other resolution or agreement as may be prescribed and place in the public domain.