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 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

S. No. Section 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

ANNEXURE- C-

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

S. No. Section 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 share holder 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.

CS Divesh Goyal(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.

(Article was First Published on 14.07.2014 and republished with amendments on 30.08.2019)

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48 Comments

  1. Selvin N says:

    Sir

    Can you advice me the percentage of share holders permission or voting require to pass a resolution to increase share capital in the WLL or P(LTD) company

    Can you please post your reply to following e-mail id?

    Waiting for your reply.

  2. Ranjith says:

    As per my understanding if a new auditor is appointed, after the term of 5 years, in place of retiring auditor (who is eligible for re-appointment) a special resolution need to passed in the AGM as per Section 139 (9).

    Form MGT-14 needs to be filed for appointment of auditor in this case.

    Please correct me if I am wrong. Hope you will reply.

  3. Ganesh says:

    Hi Divesh
    A closely held company between husband and wife.
    They are planning to take a home loan and the property will be registered in the name of the directors in their individual capacity.. the lending institution is insisting on the company being made an applicant to the loan as it seems they are adding the company’s income also.. is it a violation of S 185/186 of the Companies act.. if not how to proceed.. pls clarify

  4. SURAJIT CHANDA says:

    1. Whether a State Government Company having 3(Three) Shareholders is a Public Ltd. Company or a Pvt Ltd Company?

    2. Further, whether the required resolutions being approved in the Board/General Meeting will have to be filed with the ROC through MGT-14?

  5. roopendra says:

    As per Section 179 (e) – To invest the funds of the company.

    My question, if we invest in Mutual Funds and pass respective board resolution, is it required to file MGT 14

  6. Ash says:

    My qwery is that whether special resolution is required for splitting shares of nominal value of rs. 100 to rs. 10. & If AoA allows by ordinary resolution to subdivide shares, then is it necessary to fileMGT 14 .

  7. C.B.Prabhumirashi says:

    Sir

    I have gone through your article.

    I have one query over the issue of securities (equity shares) of just newly incorporated private limited company & this company wants to issue its equity shares to its members. As per your article, it seems that this private limited company is not required to file mgt-14 to MCA.

    Is it correct interpretation of your article?

    Can you please post your reply to following e-mail id?

    Waiting for your reply.

  8. LOHIT BAGARIA says:

    is it mandatory to file Mgt-14 for approval of accounts of a section 8 public company?
    What if it has lapsed 300 days for filing it?

    1. LOHIT BAGARIA says:

      No. You are not required to file Form MGT-14 for reappointment of Director of any company unless the appointment is of a Managing Director where you also need to file his revised terms and conditions(if any) in Form MR-1.

  9. Ramani Vaidhyanathan says:

    The article itself is contradictory. in One place it says KMP appointment the MGT 14 tobe filed in another in annexure C it says the same is not required. kindly confirm. Does it mean that that for pvt ltd company appointment of WTD form mgt14 not required.

  10. Rahul Chandratre says:

    Whether MGT 14 is required for a public limited company if internal auditor is appointed even though the appointment was not mandatory ?

  11. Tanu says:

    As far as I have read the Act, the resolutions under Annexure C not required to be filed in MGT-14, it is unnecessarily mentioned. If the same is required, please quote sections

  12. Nitin Naresh says:

    Dear Divesh Goyal,

    As per your advice you have suggested to file MGT-14 for the Ordinary Resolution under Annexure -C where if a Company increase its authorised capital by way of ordinary resolution.

    As per Section 117 of the Companies Act, 2013 it is nowhere mentioned to do the same.

    Kindly revert and suggest me if i am missing/ getting wrong any of the provisions.

  13. Riyanshi Chaudhary says:

    Dear Sir,

    Is the Private company required to file MGT-14. if Company regularize the Additional Director as Director of the Company in EGM. Please reply .

  14. PRATIK DESAI says:

    Dear Mr. Goyal,

    Do we have to file MGT -14 for the list of Ordinary Resolutions. If yes, kindly quote the section according to which the same required to be filed

    1. Rahul Shaw says:

      Auditor shall be appointed for a period of 5 years subject to ratification every year in AGM. However ADT-1 shall be filed for appointment only. i.e; ADT-1, not to be filed for ratification.

  15. karan says:

    in case of appointment of director u/s 152 is required to file in form MGT 14

    But a director 9(executive) not cover in KmP defination

    please clear my problem

  16. Ekta Middha says:

    For FY 2014-15 only public company and their subsidiary companies are required to file MGT-14 for approvals of accouunts and Board Report?

  17. Aditya Patel says:

    Hello Sir,

    In case of listed company, approve quarterly, half yearly and annual financial results then required to file MGT-14.

  18. Manish says:

    As per acceptance of deposists rule deposits includes loan and it specifically exempts any amt. receied from directors, so given this background is any amt received from director would qualify as deposit and would MGT 14 required to be filed.

  19. Dhaval Gusani says:

    Dear,

    Good Compilation!

    Pls Clarify that whether the Resolution passed For appointment of Auditor is required to be Filled with ROC or not.

  20. Sachin says:

    Hi,

    The Annexure C, Point E above says to file MGT-14 for appointment of Directors u/s 152. Please share the exact section/sub-section/rule according to which its required as I believe there is no such requirement except in case of KMP.

    Thanks
    Sachin

  21. Ankit says:

    Awesome Mr. Divesh

    I understand MGT 14 is required for disclosure of Interest of Directors in a newly incorporated pvt. company. Pls clarify and guide any other forms to be filed for a newly incorporated pvt company.

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