April 29,2016 Tax guru

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. 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 securit

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 Sectio

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. Section List Of Special Resolution Required To Be File With Roc In Form MGT-14
No.

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

C. Section – 8 For a company registered under Section- 8 to convert itself into a company of any othe

D. Section – 12 Change of location of registered office in the same State outside the local limits of the

E. Section – 13 Change of registered office from the jurisdiction of one Registrar to that of another Reg

F. Section – 14 Amendment of Articles of a private company for entrenchment of any provisions. (To b

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
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 prospe
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 deposi
(Section still not applicable).

L. Section – 48(1) Where a share capital of the company is divided into different classes of shares, the rig
three-fourths of the issued shares of that class or by means of a special resolution pas

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 be
(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 share
Provided that the issue of debentures with an option to convert such debentures into

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 specia

X. Section – 180(a) to sell, lease or otherwise dispose of the whole or substantially the whole of the undert
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 r
NOT APPLICABLE ON PRIVATE LIMITED COMPANY

Z. Section – 180(c) to borrow money, where the money to be borrowed, together with the money already b
temporary loans obtained from the company’s bankers in the Ordinary Course of Busin
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 fre

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) Special Resolution for winding up of the company by Tribunal.
(b)

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

(b)

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

II. Section- 455 Special resolution is required by the Company for making an application to the Registr

ANNEXURE- C- LIST OF ORDINARY RESOLUTION (THESE ARE NOT REQUIRED TO BE FILE)

S. No. Section List Of Ordinary Resolution

A. Section – 4 The company in general meeting shall pass an ord
the reservation of name with ROC was applied by f

B. Section – 16 The company in general meeting shall pass an ord

C. Section- 43 The Issue of equity share with differential rights is r

D. Section – 61 A company, if authorized by its Articles, by ordinary

E. Section- 62 A private Company shall not offer shares to employ

Company by passing of ordinary resolution.

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

G. Section – 63 On recommendation of the Board is required to cap

H. Section 73(2) Approval of general meeting for inviting deposits fro

I. Section -102 To transact the following businesses at Annual Gen

– The consideration of financial statements and the
– Declaration of any dividend
– Appointment of director in place of those retiring.
– Appointment of, and the fixing of the remuneratio

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 o

M. Section– 149 Appointment of independent Director.

N. Section -151 Appointment of Small share holder Director.

O. Section– 152 Appointment of Director.

P. Section- 188 Ordinary resolution is required for entering into any

or the amount of the transaction to be entered exce

Q. Section- 192 To enter any non-cash transactions in which directo

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

(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in

Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)

Disclaimer: The entire contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation. The observations of the
author are personal view and the authors do not take responsibility of the same and this cannot be
quoted before any authority without the written permission of the Author.

Read Other Articles Written by CS Divesh Goyal

(Article was First Published on 14.07.2014 and republished with amendments on 29.04.2016)
- See more at: http://taxguru.in/company-law/list-resolution-mgt14-requires-filed.html#sthash.aOWDULlo.dpuf

Ca club 18.06.2015

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

ANNEXURE- A LIST OF BOARD RESOLUTION REQUIRED TO BE FILE 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. LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM
MGT-14 ANNEXURE- B LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN
FORM MGT-14 1 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. 2 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. 3
Section – 13 Change of registered office from the jurisdiction of one Registrar to that of another Registrar
in the same State. 4 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). 5 Section – 14 Amendment of Articles
of a public company for entrenchment of any Provisions. 6 Section - 13 Change in name of the company
to be approved by special resolution. 7 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. 8 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. 9
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). 10 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. 11 Section – 62 (1) (c) Private offer of securities requires approval of company by special
resolution. 12 Section – 54 Issue of Sweat Equity Shares. 13 Section – 66 (1) Reduction of Share Capital.
14 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) 15 Section – 68 (2)(b) Buy Back of
Shares. 16 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. 17 Section – 94 Keep registers at any other place in India. 18
Section – 149(10) Re-appointment of Independent Director. 19 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. 20 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 21 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 22 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 23 Section – 180(d) To remit, or give time for the repayment of, any debt due from a
director. NOT APPLICABLE ON PRIVATE LIMITED COMPANY 24 Section – 185 For approving scheme
for giving of loan to MD or WTD. 25 Section – 186 Loan& Investment by company exceeding 60% of paid
up share capital or 100% of free reserve. 26 Section – 196 Appointment of a person as Managerial
Personnel if, the age of Person is exceeding 70 year. 27 Schedule V Remuneration to Managerial
personnel if, profits of company are Inadequate. 28 Section – 271 (1) (b) Special Resolution for winding
up of the company by Tribunal. 29 Section – 271 (1) (b) Special Resolution for winding up of company. 30
Rule 7(1) Chapter- I Conversion of private company into One Person Company. LIST OF ORDINARY
RESOLUTION ANNEXURE- C LIST OF ORDINARY RESOLUTION 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. Total likes : 1 times Reply Online classes for CA CS CMA

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FORM MGT-14 APPLICABILITY

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FORM MGT-14 APPLICABILITY

By: CA C M JAIN

June 14, 2014

 Contents

Resolution or Agreement to be filed: Section 117(1) of Company Act, 2013 with Rule 24 of Companies
(Management & Administration) Rule 2014 [w.e.f 01.04.2014]

A copy of every resolution or any agreement in mentioned section 117 (3) together with the explanatory statement
under section 102 shall be filed with the Registrar within thirty days of the passing of resolution in Form No. MGT-14
along with Fee.

Name of Resolution or Agreement to be filled: Section 117(3) of Companies Act, 2013

The provisions of this section shall apply to -

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 resolutions;
3. any resolution of the BOD of a company or agreement 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. 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 passed by a company according consent to the exercise by its BOD of any of the powers
undersection 180 (1) (a) and 180(1) (c) ;
6. resolutions requiring a company to be wound up voluntarily passed by member of company in section 304;
7. resolutions passed by BOD in pursuance of section 179(3); and
8. any other resolution or agreement as may be prescribed and placed in the public domain.

Resolution in relating to Section 180(1) (a) of Companies Act, 2013

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.

Definition of Undertaking [Explanation of 180(1) (a) of Companies Act, 2013]

“Undertaking” shall mean an undertaking in which the investment of the company exceeds twenty per cent. of its net
worth as per the audited balance sheet of the preceding financial year or an undertaking which generates twenty per
cent. of the total income of the company during the previous financial year;

Definition of substantially the whole of the undertaking [Explanation of 180(1) (a) of Companies Act, 2013]

“Substantially the whole of the undertaking” in any financial year shall mean twenty per cent or more of the value of
the undertaking as per the audited balance sheet of the preceding financial year;

Resolution in relating to Section 180(1) (c) of Companies Act, 2013

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 (repayable on demand
or within six months) obtained from the company’s bankers in the ordinary course of business.

Resolution in relating to business transaction covered under section 179(3) with Rule 8 of Companies
(Meeting of Board and its Powers) Rule, 2014

1. to make calls on shareholders in respect of money unpaid on their shares;

 2. to authorise buy-back of securities under section 68
3. to issue securities, including debentures, whether in or outside India;
4. to borrow monies;
5. to invest the funds of the company;
6. to grant loans or give guarantee or provide security in respect of loans;
7. to approve financial statement and the Board’s report;
8. to diversify the business of the company;
9. to approve amalgamation, merger or reconstruction;
10. to take over a company or acquire a controlling or substantial stake in another company;
11. to make political contributions;
12. to appoint or remove key managerial personnel (KMP);
13. to take note of appointment(s) or removal(s) of one level below the Key Management Personnel;

[One level below KMP is not define in the Act]

14. to appoint internal auditors and secretarial auditor;

15. to take note of the disclosure of director’s interest and shareholding;

16. to buy, sell investments held by the company (other than trade investments), constituting five percent or more
of the paid up share capital and free reserves of the investee company;

17. to invite or accept or renew public deposits and related matters;

18. to review or change the terms and conditions of public deposit;

19. to approve quarterly, half yearly and annual financial statements or financial results as the case may be.

Resolution in relating to business transaction covered under section 94(1) with Rule 15(6) of Companies
(Management & Administrative) Rule, 2014

Copy of Proposed special resolution in respect to register of members under section 88 and copies of Annual Return
under section 92 may also kept at any other place (not registered office) in India, in advance to be filed with the
Register at least one day before the date of general meeting.

Definition of KMP: Section 2(51) of Companies Act, 2013

Key managerial personnel”, in relation to a company, means -

i. the Chief Executive Officer or the managing director or the manager;

ii. the company secretary;
 iii. the whole-time director;
iv. the Chief Financial Officer; and
v. such other officer as may be prescribed;

Appointment of KMP: Section 203 of Act with Rule 8 of Companies (Appointment and Remuneration of
Managerial Personal) Rule, 2014

Every listed company and every other public company having a paid up share capital of 10 crore or more shall have
whole time key managerial personnel.

Whether MGT-14 should be filled appointment, removal of director in the private company

As per company law, KMP is not required the appointment in the private company so that in case of appointment, or
removal of director in the private company, MGT-14 is not filed with Registrar.

Disclosure of Interest by Directors under CA, 2013

As per section 184(1) of Companies Act,

Every director shall:

 At the first meeting of the Board in which he participates as a director; and thereafter
 At the first meeting of the Board in every financial year or
 Whenever there is any change in the disclosures already made, then at the first Board meeting held after
such change,

disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of
individuals which shall include the shareholding, in such manner as may be prescribed.

Form MBP-1

As per section 184(1) read with rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014, Every
director shall disclose his concern or interest in any company or companies or bodies corporate (including
shareholding interest), firms or other association of individuals, by giving a notice in writing in Form No. MBP1.

Requirement of filing form MGT.14 for disclosure of interest by Director

As per Section 117(1), certain resolutions and agreements as required by section 117(3) are required to be submitted
with ROC through filing form MGT14 .Section 117(3) also refers matter given in section 179(3) are also required to be
reported via MGT.14.

As per section 179(3)(k) read with rule 8(5) of Companies (Meetings of Board and its Powers) Rules, 2014, taking
note of the disclosure of director’s interest and shareholding shall be done by the Board only by means of resolutions
passed at meetings of the Board. Hence it is duty of the company to pass board resolution to take note of disclosure
of interest by Director and file a copy of that board resolution in MGT14 within 30 days of passing board resolution.

Now it is a matter of discussion that whether form MBP1 regarding disclosure of director’s interest is also required to
be attached through form MGT14 along with copy of resolution passed u/s 184(1).

Penalty: Section 117(3) of Companies Act, 2013

Company –Rs. 5 lakh rupees – Rs. 25 lakh rupees

Officer of the company (including Liquidator) – Rs. 1 lakh rupees- Rs. 5lakh rupees.

Whether MGT-14 should be filed for resolution passed on 31.03.2014

Section 117 is notified from 1st April, 2014, there is no requirement for filling the Form MGT-14 for resolution passed
on 31st March, 2014

Compliance Requirement:

The company shall conduct the first board meeting up to 12o days from the last board meeting shown in last financia
year 2013-14. The company shall file the form MGT-14 for disclosure of interest by director within 30days from the
first board meeting.

By: CA C M JAIN - June 14, 2014