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 Than “Private Limited Company”

List Of Board Resolution Required To Be Filed With ROC in Form MGT-14

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

A. Section 3: Conversion of Private Limited Company into One Person Company.

B. Section 5: Alteration in AOA of the public limited Company for providing the specified clauses can be altered only if conditions restrictive than those applicable in case of special resolution are met.

C. 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.

D. 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.

E. Section 13: Change of registered office from the jurisdiction of one Registrar to that of another Registrar in the same State.

F. 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).

G. Section 14: Amendment of Articles of a public company for entrenchment of any Provisions.

H. Section 13: Change in name of the company to be approved by special resolution.

I. 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.

J. 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.

K. 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).

L. 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.

M. Section 54: Issue of Sweat Equity Shares.

N. Section 55: Issue of preference shares.

O. Section 62 (1) (c): Private offer of securities requires approval of company by special resolution.

P. Section 66 (1): Reduction of Share Capital.

Q. 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)

R. Section 68 (2)(b): Buy Back of Shares.

S. 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.

T. Section 94: Keep registers at any other place in India.

U. Section 140: Removal of Auditor.

V. Section 149(10): Re-appointment of Independent Director.

W. 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.

X. 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)

Y. 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)

Z. 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)

AA. Section 180(d): To remit, or give time for the repayment of, any debt due from a director.(NOT APPLICABLE ON PRIVATE LIMITED COMPANY)

BB. Section 185: For approving scheme for giving of loan to MD or WTD.

CC. Section 186: Loan & Investment by company exceeding 60% of paid up share capital or 100% of free reserve.

DD. Section 196: Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year.

EE. Schedule V- Remuneration to Managerial personnel if, profits of company are Inadequate.

FF. Section 271(1) (b): Special Resolution for winding up of the company by Tribunal.

GG. Section 271(1)(b): Special Resolution for winding up of company.

HH. Rule 7(1) Chapter- I: Conversion of private company into One Person Company.

II. Section 455: Special resolution is required by the Company for making an application to the Registrar for obtaining the status of Dormant Company.

JJ. Section 248: Approval of Shareholders for Struck off of Company.


List of Ordinary Resolution (These Are Not Required To Be Filed)

List Of Ordinary Resolution

A. Section 4: The company in general meeting shall pass an ordinary resolution for change of name on receipt of direction from the Registrar if it is found that the application for the reservation of name with ROC was applied by furnishing false informations.

B. Section 16: The company in general meeting shall pass an ordinary resolution for change of name on receipt of direction from the Central.

C. Section 43: The Issue of equity share with differential rights is required to be authorized by an ordinary resolution passed at a general meeting of the shareholders.

D. 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.

E. Section 62: A private Company shall not offer shares to employees under a scheme of employee’s stock option unless the issue has been approved by the shareholders of the Company by passing of ordinary resolution.

F. Rule 12(6): Approval of general meeting for issue of bonus shares

G. Section 63: On recommendation of the Board is required to capitalize the profit or reserves for the purpose of issuing fully paid-up bonus shares.

H. Section 73(2): Approval of general meeting for inviting deposits from members.

I. Section 102: To transact the following businesses at Annual General Meeting Company required passing ordinary resolution.

– The consideration of financial statements and the reports of the Board of Directors and auditors

– Declaration of any dividend

– Appointment of director in place of those retiring.

– Appointment of, and the fixing of the remuneration of the auditors.

J. Section 139: Appointment of Auditor

K. Section 142: To appoint Branch Auditor

L. Section 148(3): Remuneration of Cost Auditor shall be fixed by an ordinary resolution at the general meeting

M. Section 149: Appointment of Independent Director.

N. Section 151: Appointment of Small shareholder Director.

O. Section 152: Appointment of Director.

P. Section 188: Ordinary resolution is required for entering into any specified contract or arrangement with the related party, in case of Companies having prescribed paid-up capital or the amount of the transaction to be entered exceed the prescribed amount.

Q. Section 192: To enter any non-cash transactions in which directors of the Company or holding, subsidiary or associate Company are involved.

R. Section 196: To appointment of MD, WTD or manager.

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