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”

List Of Board Resolution Required To Be Filed With Roc

S. No.
In Form MGT-14
To issue securities, including debentures, whether in or
A. outside India. (In case of shares issue of security means issue
of Letter of Offer).
To Borrow Monies.
B.
(Borrow Money from any sources including Director)
To invest the funds of the Company.
C.
(Also follow provisions of Section 186)
To grant loans or give guarantee or provide security in respect
D.
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.
To appoint or remove key managerial personnel (KMP).
H.
{KMP includes (MD, WTD, CEO, CFO & CS)}
I. To make Political Contributions.
To make calls on shareholders in respect of money unpaid on
J.
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.
Take over a company or Acquire a controlling or substantial
N.
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

List Of Special Resolution Required To Be

S. No. Section
File With Roc In Form MGT-14
Conversion of Private Limited Company into
A. Section – 3
One Person Company.
Alteration in AOA of the public limited
Company for providing the specified clauses can
B. Section – 5 be altered only if conditions restrictive than
those applicable in case of special resolution are
met.`
For a company registered under Section- 8 to
C. Section – 8 convert itself into a company of any other kind
or alteration of its Memorandum or Articles.
Change of location of registered office in the
D. Section – 12 same State outside the local limits of the city,
town or village where it is situated.
Change of registered office from the jurisdiction
E. Section – 13 of one Registrar to that of another Registrar in
the same State.
Amendment of Articles of a private company for
F. Section – 14 entrenchment of any provisions. (To be agreed
to by all members in a private company).
Amendment of Articles of a public company for
G. Section – 14
entrenchment of any Provisions.
Change in name of the company to be approved
H. Section – 13
by special resolution.
A company, which has raised money from
public through Prospectus and still has any
Section – unutilized amount out of the money so raised,
I.
13(8) shall not Change its objects for which it raised
the money through prospectus unless a special
resolution is passed by the company.
A company shall not, at any time, vary the terms
of a contract referred to in the prospectus or
Section – objects for which the prospectus was issued,
J.
27(1) 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 – A company may, after passing a special
 resolution in its general meeting, issue
depository receipts in any foreign country in
271 (A)
such manner, and subject to such conditions, as
may be prescribed. (Section still not applicable).
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
Section – with the consent in writing of the holders of not
L.
48(1) 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.
Section – 62 Private offer of securities requires approval of
O.
(1) (c) company by special resolution.
Section – 66
P. Reduction of Share Capital.
(1)
Special resolution for approving scheme for the
Section –
Q. purchase of fully-paid shares for the benefit of
67(3)(b)
employees.