Filing of Form MGT-14 for Special Resolutions- Companies

Act, 2013
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TG Team

The Companies Act, 2013 (Act) was notified on 29 thAugust, 2013. Out of 470 sections in
the Act, 283 sections and 22 sets of Rules corresponding to such sections have so far
been brought into force. The Act and the related Rules contain a large number of
provisions requiring approval of shareholders by way of special resolution.

In terms of the Act, for every Special Resolution passed, Form MGT-14 shall be filed by
the company with the Registrar of Companies. Following are the matters for which
Special Resolution is required to be passed under various provisions of the Act and
hence the filing of Form MGT-14:

S. Section of the Act Particulars

No.

1. Section 5(4) To amend Articles of Associationof a public

limited company so as to insert entrenchment
provisions

2. Section 12(5) To shift the registered office of a company

outside the local limits of any city, town or
village where such office is situated

3. Section 13(1) & (8) (1) To alter the provisions contained in

Memorandum of Association of a company.
(eg. – change of registered office form one
state or union territory to another state,
change of name)(8) To change the objects for
which the money has been raised from public
through prospectus and still has any
unutilized amount out of the money so raised

4. Section 14(1) To alter the Articles of Association, including

alterations having the effect of conversion of
—(a) a private company into a public
company; or(b) a public company into a
private company

5. Section 27(1) To vary the terms of contract referred to in

the prospectus or objects for which the
prospectus was issued
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6. Section 41read with Rule To issue depository receipts in any foreign
4(2) – Companies (Issue of country
Global Depository
Receipts) Rules, 2014.

7. Section 48(1) To vary rights attached to any class of shares

8. Section 54 read with Rule To issue sweat equity shares of a class of

8(1) of Companies (Share shares already issued
Capital & Debentures)
Rules, 2014

9. Section 62(1)(b) read with To increase subscribed capital by issue of

Rule 12(1) of Companies further shares to employees under a scheme
(Share Capital & of employees’ stock option
Debentures) Rules, 2014

10. Section 62(1)(c) To increase subscribed capital by issue of

further shares to any person other than
existing members / employees for cash or
consideration other than cash, if the price of
such shares is determined by the valuation
report of a registered valuer

11. Proviso to Section 62(3) To approve terms and conditions of issue of

optionally convertible debentures or loan
convertible into shares

12. Section 63 Issue of bonus shares – (Form PAS 3 – Return

of Allotment – Attachment – copy of special
resolution authorizing issue of bonus shares)

13. Section 66 To reduce share capital subject to the

approval of the Tribunal

14. Section 67(3)(b) To approve any scheme for the purchase /

subscription of fully paid up shares in the
company or its holding company, if the
purchase /subscription of the shares is held
by trustees for the benefit of the employees
or such shares is held by the employee of the
company.

15. Section 68(2) To authorise the company to purchase its own

securities (Buy – back)

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16. Section 71 To issue optionally convertible debentures
with an option to convert whole or part of the
debentures into shares at the time of
redemption.

17. Section 94 read with Rule To keep and maintain the register of
5 (1) – Companies members, debenture holders,copies of annual
(Management and return filed, etc. at any other place (other than
Administration) Rules, the registered office) in India in which more
2014 than one-tenth of the total members entered
in the register of members reside.

18. Section 140 To remove the auditor before the expiry of his
term after obtaining the previous approval of
the Central Government.

19. Proviso to Section 149(1) To approve the appointment of more than

fifteen directors.

20. Section 139(9)(c) Appointment of an auditor other than a

retiring auditor

21. Section 149(10) To re-appoint an independent director after

expiry of a term of five consecutive years.

22. Section 165(2) To specify any lesser number of companies in

which director of the company may act as
director.

23. Section 180 To exercise the powers mentioned under

Section 180, by the Board of directors with the
prior consent of company.

24. Section 185 To approve a scheme for loan to be given to a

managing or whole-time director.

25. Section 186 To approve giving of loan or guarantee or

providing any security or the acquisition of
shares exceeding 60% of paid up capital, free
reserves and securities premium or 100% of
its free reserves and securities premium,
whichever is more.

26. Section 188 To approve entering into related party

contract or arrangement in certain specified
transactions
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27. Section 196 To appoint a person as managing director,
whole-time director or manager who has
attained the age of 70 years

28. Section 197(4) To approve the remuneration payable to the

directors of a company, including any
managing or whole-time director or manager

29. Section 210 To resolve that the affairs of the company

should be investigated

30. Section 212 To resolve that the affairs of the company

should be investigated by the Serious Fraud
Investigation Office

31. Sections226 and 304 To resolve the voluntarily winding up of

company

32. Section 248(2) To approve filing of application before the

Registrar to strike off the name of company
from the register of companies

33. Section 262(2) To approve the Scheme of amalgamation of

the sick company with any other Company

34. Section 271 To resolve the winding up of company by the

Tribunal

35. Section 319(1) To confer general authority on the liquidator

pursuant to Section 319

36. Section 321 To sanction any arrangement entered into

between the creditors and company which is
about to be, or is in the course of being
wound up

37. Section 343 To approve that certain power shall be

exercised by Company Liquidator

38. Section 347 To direct the manner of disposing of

company’s books and papers when the affairs
of a company have been completely wound
up and it is about to be dissolved.

39. Section 371 To adopt Table F in Schedule I, if required.

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40. Schedule V Remuneration payable by companies having
no profit or inadequate profit without Central
Government approval – To double the limit of
prescribed yearly remuneration

41. Schedule V Payment of remuneration upto limits specified

in Schedule V for a period not exceeding 3
years

Requirement of passing Special Resolution as per Rules made under the Act

S. Rule Particulars
No.

42. Rule 7(1) & 7(3) – Conversion of private company into One
Companies Person Company
(Incorporation) Rules,
2014

43. Rule 21(1) –Companies Conversion of a company registered under

(Incorporation) Rules, Section 8 into a company of any other kind
2014

44. Rule 22(10) – Companies Amendment of MoA & AoA consequent to

(Incorporation) Rules, conversion of a company registered under
2014 Section 8 into a company of any other kind

45. Rule 14(2)(a) – Companies Offer or invitation for subscription of

(Prospectus and Allotment securities or Private PlacementThe proposed
of Securities) Rules, 2014 offer of securities or invitation to subscribe
securities has been previously approved by
the shareholders of the company, by a Special
Resolution, for each of the Offers or
Invitations

47. Rule 12(5)(a) – Companies Vary the terms of Employees Stock Option
(Share Capital and Scheme not yet exercised by the employees
Debentures) Rules, 2014 provided such variation is not prejudicial to
the interests of the option holders

48. Rule 16(1) – Companies Provision of money by company for purchase

(Share Capital and of its own shares by employees or by trustees
Debentures) Rules, 2014 for the benefit ofEmployees

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 49. Rule 3 – Application for obtaining status of dormant
Companies(Miscellaneous) company.
Rules, 2014

50. Rule 6 (d) – Nidhi General restrictions or prohibitions.No Nidhi

Rules,2014. shall acquire another company by purchase of
securities or control the composition of the
Board of Directors of any other company in
any manner whatsoever or enter into any
arrangement for the change of its
management, unless it has passed a special
resolution in its general meeting and also
obtained the previous approval of the
Regional Director having jurisdiction over such
Nidhi.

It is also pertinent to note that in terms of Section 117 (3)(g) of the Act, the
statutory requirement of filing Form No. MGT.14 will also arise whenever the
Board of Directors exercise following powers onbehalf of the company by means
of resolution passed at meetings of the Board, pursuant to Section 179(3) of the
Act, namely:—

(j) to take over a company or acquire a controlling or substantial stake in another

company;

Apart from the matters mentioned in Clause (a) to (j) of the Section 179(3), the
abovementioned Clause (k) of Section 179(3) also specify that the Board of Directors is
required to exercise such powers as may be prescribed by the Central Government by
way of passing the resolution at its meeting. For the purpose of Section 179(3)(k) of the
Act, following matters has been prescribed by Central Government through the
Companies (Meetings of Board and its Powers) Rules,2014. Therefore, even for the
matters prescribed in the abovementioned Rules, Form MGT-14 shall also be filed
with Registrar of Companies:

(3) to take note of appointment(s) or removal(s) of one level below the Key Management
Personnel;

(6) 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;

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

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Note: In terms of MCA Circular No. 28/2014 dated 9 th July, 2014, Form MGT – 14 shall be
processed through STP in all cases except for change of name, change of object, further issue
of capital, and conversion of companies.

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