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List of Resolution for which MGT-14 requires to be filed

List of Resolution for which MGT-14 requires to be filed.

We have listed Resolutions in 3 Categories, for which Form MGT-14 is required to be filed with ROC-

1. Board Resolutions – Annexure A
2. Special Resolutions- Annexure B
3. Ordinary Resolutions- Annexure C

The list is updated after considering the recent exemption / relaxation provided to by notifications dated 05.06.2015 to Government Companies, Private Companies, Nidhi Companies and Companies registered under Section 8 of the Companies Act, 2013 (Act).

ANNEXURE- A- LIST OF BOARD RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14 BY COMPANY OTHER THEN “PRIVATE LIMITED COMPANY”



S. No. PARTICULARS
A To issue securities, including debentures, whether in or outside India. (In case of shares issue of security means issue of Letter of Offer).
B To Borrow Monies. Borrow Money from any sources (including Director)
C To invest the funds of the Company. (Also follow provisions of Section 186)
D To grant loans or give guarantee or provide security in respect of loans. (Also follow provisions of Section 186)
E To approve financial statement and the Board’s report.
F To appoint internal auditors.
G To appoint Secretarial Auditor.
H To appoint or remove key managerial personnel (KMP). KMP includes (MD, WTD, CEO, CFO & CS)
I To make Political Contributions.
J To make calls on shareholders in respect of money unpaid on their shares.
K To authorize buy-back of securities under section 68.
L To Diversify the business of the company.
M To approve Amalgamation, Merger or Reconstruction.
N Take over a company or Acquire a controlling or substantial stake in another company.

PRIVATE COMPANIES are now exempt from filing resolutions listed in Section 179(3) and Rule 8 of Chapter XII Rules. Hence private companies will no longer be required to file MGT-14 for prescribed matters taken up at its Board Meetings.

ANNEXURE-B- LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14



S. NO. SECTION / RULE PARTICULARS
A 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.
B Section - 12 Change of location of registered office in the same State outside the local limits of the city, town or village where it is situated.
C Section - 13 Change of registered office from the jurisdiction of one Registrar to that of another Registrar in the same State.
D Section - 14 Amendment of Articles of a private company for entrenchment of any provisions. (To be agreed to by all members in a private company).
E Section - 14 Amendment of Articles of a public company for entrenchment of any Provisions.
F Section - 13 Change in name of the company to be approved by special resolution.
G 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.
H 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.
I Section - 271(A) 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).
J 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.
K Section - 62(1)(c) Private offer of securities requires approval of company by special resolution.
L Section - 54 Issue of Sweat Equity Shares.
M Section - 66(1) Reduction of Share Capital.
N Section - 67(3)(b) Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employees. (EXCEPT PRIVATE LIMITED COMPANY)
O Section - 68(2)(b) Buy Back of Shares.
P 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.
Q Section - 94 Keep registers at any other place in India.
R Section - 149(10) Re-appointment of Independent Director.
S 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.
T Section - 180(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. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY)
U Section - 180(b) To invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY)
V Section - 180(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. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY)
W Section - 180(d) To remit, or give time for the repayment of, any debt due from a director. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY)
X Section - 185 For approving scheme for giving of loan to MD or WTD.
Y Section - 186 Loan& Investment by company exceeding 60% of paid up share capital or 100% of free reserve.
Z Section - 196 Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year.
AA Schedule V Remuneration to Managerial personnel if, profits of company are Inadequate.
BB Section - 271(1)(b) Special Resolution for winding up of the company by Tribunal.
CC Section - 271(1)(b) Special Resolution for winding up of company.
DD Section - 7(1) Chapter-I Conversion of private company into One Person Company.

ANNEXURE- C- LIST OF ORDINARY RESOLUTION

S. NO. SECTION / RULE PARTICULARS
A Section - 16 The company in general meeting shall pass an ordinary resolution for change of name on receipt of direction from the Central.
B Section - 61 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.
C Rule 12(6) Approval of general meeting for issue of bonus shares.
D Section - 73(2) Approval of general meeting for inviting deposits from members.
E Section - 152 Appointment of Director.
F Section - For consideration of accounts and directors report and report of auditors, declaration of dividend, appointment of director on place of who resign.
G Section - 148(3) Remuneration of Cost Auditor shall be fixed by an ordinary resolution at the general meeting.
H Section - 151 Appointment of a Director by small shareholders.
I Section - 152 Appointment of Directors at the first general Meeting.
J Section - 149 Appointment of independent Director.
K Section - 152 Appointment of Director on being proposed by a member or other person with a deposit of rupees one lakh.

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