Filing of e-form MGT-14 for certain Resolutions

a) special resolutions;

b) 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;

c) any resolution of the Board of Directors 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;

d) 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;

e) resolutions passed by a company according consent to the exercise by its Board of Directors of any of the powers under clause (a) and clause (c) of sub-section (1) of section 180;

Explanation:

clause (a) of section 180 (1):

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.

clause (c) of section 180 (1):

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.

For above purposes mentioned above in section 180 (1), if the company has taken approval of board then it has to file e-form MGT-14.

Important Note: The Companies (Amendment) Bill, 2016, which has been introduced in the Lok Sabha dated 16^th March, 2016 to further amend the Companies Act, 2013, yet not effective, has proposed that clause e of sub-section 3 of section 117 shall be omitted.

Therefore, after the effectiveness of Companies (Amendment) Bill, 2016, no need to file e-form MGT-14 for the purpose of consent taken by its Board of Directors under section 180 (1) (a) & (c).

f) resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304;

g) resolutions passed in pursuance of sub-section (3) of section 179; and

Note: The Companies (Amendment) Bill, 2016 has proposed in clause (g), of sub-section (3) of section 117 in the proviso, the word “and” shall be omitted and the following proviso shall be inserted, namely:—

Provided further that nothing contained in this clause shall apply to a banking company in respect of a resolution passed to grant loans, or give guarantee or provide security in respect of loans under clause (f) of sub-section (3) of section 179 in the ordinary course of its business; and

h) any other resolution or agreement as may be prescribed and placed in the public domain.

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

b. to authorise buy-back of securities under section 68;

c. to issue securities, including debentures, whether in or outside India;

d. to borrow monies;

e. to invest the funds of the company;

f. to grant loans or give guarantee or provide security in respect of loans;

g. to approve financial statement and the Board’s report;

h. to diversify the business of the company;

i. to approve amalgamation, merger or reconstruction;

j. to take over a company or acquire a controlling or substantial stake in another company;

k. any other matter which may be prescribed. (here, any other matter means, matters which has been specified under Rule 8 of Companies (Meetings of Board and its Powers) Rules,2014)

Note: The Private Companies got exemption w.e.f 05/06/2015 vide MCA Notification from the requirement to file e-form MGT-14 for the matters specified under section 179(3) read with rule 8 of Companies (Meetings of Board and its Powers) Rules,2014.

5) to take note of the disclosure of director’s interest and shareholding;

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;

7) to invite or accept or renew public deposits and related matters;

8) to review or change the terms and conditions of public deposit;

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

Note:

The strike-out matters mentioned above has been omitted from the requirement of filing e-form MGT-14 vide MCA notification w.e.f 18/03/2015, applicable to all companies.

Language of the notification, dated 18/03/2015:

In the Companies (Meetings of Board and its powers) Rules, 2014, in rule 8, Item numbers (3), (5), (6), (7), (8) and (9) and the entries relating thereto shall be omitted.

Further, Private companies exempted for filing of e-form MGT-14 to all the above mentioned items specified under Rule 8 as per MCA vide notification dated 05/06/2015.

Language of the notification, dated 05/06/2015:

Chapter VII, clause (g) of sub-section (3) of section 117 shall not apply.

Note: After notification of Companies Amendment bill, 2016, this section will be 185(3)(a)(ii)