Filing of Resolutions (MGT-14) and Intimation of Allotment (PAS-3)

Filing of Resolutions and Agreements — Section 117

Not every resolution a company passes needs to be reported to the Registrar — but a defined category does, precisely because these resolutions change something the public record (and outside parties dealing with the company) ought to be able to rely on. Section 117 of the Companies Act, 2013 requires a company to file with the Registrar, in Form MGT-14, within 30 days of the resolution being passed or the agreement being entered into, a copy of:

• every Special Resolution passed by the members;
• certain Board resolutions that Section 179(3) specifically names as needing to be filed — for example, resolutions to borrow money, to invest the company's funds, to grant loans or give guarantees, to approve the financial statements and the Board's report, to diversify the company's business, or to approve a merger, amalgamation, or reconstruction; and
• certain agreements the Act specifically requires to be filed.

The filing must be accompanied by an explanatory statement (where one was issued with the notice of the meeting) and, if the resolution alters the company's Articles, a copy of the Articles as altered. Filing this within 30 days keeps the Registrar's record of the company's key governance decisions current and reliable for anyone consulting it.

Return of Allotment — Form PAS-3

Whenever a company allots shares or other securities — whether through a fresh public/rights issue or a private placement — it must file a Return of Allotment with the Registrar in Form PAS-3, under Section 39(4) (for allotments generally) and Section 42(9) (specifically for a private placement). This return records the date of allotment, the class and number of securities allotted, the amount per security, and, importantly, a complete list of allottees — the persons to whom the securities were allotted and how many each received.

Time limit: PAS-3 must be filed within 30 days of the allotment in the general case, but the time limit is shorter — 15 days from the date of allotment — specifically for a private placement, reflecting the tighter compliance discipline Section 42 imposes on that mode of raising capital.

Why Both Filings Matter to Outside Parties …