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Summary: To ensure compliance with regulatory requirements, non-private limited companies must file specific resolutions with the Registrar of Companies (ROC) using Form MGT-14. Required resolutions include issuing securities, borrowing funds, investing company funds, granting loans or guarantees, and approving financial statements and board reports. The list also covers the appointment of key managerial personnel, auditors, and the authorization of business diversifications, mergers, or acquisitions. Special resolutions are needed for significant actions like company name changes, alterations in the Memorandum or Articles of Association, and the issuance of preference or sweat equity shares. Private companies are exempt from some filing requirements, such as those related to internal board resolutions and specific compliance rules. Ordinary resolutions, such as changes in company names or the appointment of auditors, generally do not require MGT-14 filing. Understanding these requirements ensures proper adherence to legal and corporate governance standards.
LIST OF BOARD RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14 BY COMPANY OTHER THEN “PRIVATE LIMITED COMPANY”
| ANNEX URE- 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 Contribute any amount directly or indirectly to any political party subject to the other provisions of this section, be deemed to be jurisdiction in law for the making of the contribution authorized by it. |
| 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. |
| O. | 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 (Section 117(3) (c) |
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 | |
| 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-5(4) | The provisions for entrenchment shall only be made either on formation of a company, or by an amendment in the articles agreed to by all the members of the company in the case of a private company and by a special resolution in the case of a public company |
| D. | 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. |
| E. | Section – 12(5) | Change of location of registered office in the same State outside the local limits of the city, town or village where it is situated. |
| F. | Section – 13 | Change of registered office from the jurisdiction of one Registrar to that of another Registrar in the same State. |
| G. | Section – 13 | Change in name of the company to be approved by special resolution. |
| H. | Section 13(1) | To alter the provisions contained in the Memorandum of Association of the company |
| I. | Section 13(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 |
| J. | 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). |
| K. | Section – 14 | Amendment of Articles of a public company for entrenchment of any Provisions. |
| L. | Section 14(1) (a) | To alter the articles including alterations having the effect of conversion of a private company into a public company |
| M. | Section 14(1) (b) | To alter the articles including alterations having the effect of conversion of a public company into a private company |
| N. | 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. |
| O. | Section – 27(1)(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). |
| P. | Section 41 | To issue depository receipts in any foreign country |
| Q. | 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. |
| R. | Section – 54 | Issue of Sweat Equity Shares. |
| S. | Section – 55 | Issue of preference shares. |
| T. | Section 62(1) (b) | To increase subscribed capital by the issue of further shares to employees under a scheme of employees’ stock option |
| U. | Section – 62 (1) (c) | Private offer of securities requires approval of company by special resolution. |
| V. | Section 62(3) Proviso | To approve terms and conditions of issue of optionally convertible debentures or loan into shares |
| W. | Section – 66 (1) | Reduction of Share Capital. |
| X. | 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) |
| Y. | Section – 68 (2)(b) | Buy Back of Shares. |
| Z. | 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. |
| AA. | Section 73 | To accept deposits from members on terms and conditions, including the provision of security, if any, or for the repayment of such deposits with interest, as may be agreed upon between the company and its members |
| BB. | Section 94(1) Proviso | To keep and maintain the registers required under section 88 and the copies of annual return filed under section 92 , at any other place in India than the registered office. |
| CC. | Section 117(3)
(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 |
| DD. | Section 117(3)(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 |
| EE. | Section 117(3) (f) | Resolutions requiring a company to be wound up voluntarily passed in pursuance of section 59 of the Insolvency and Bankruptcy Code, 2016 |
| FF. | Section 128 | To inspect in respect of any subsidiary of the company by the person authorized in this behalf by a resolution of the Board of Directors |
| GG. | Section – 140(1) | Removal of Auditor. |
| HH. | Section 149(1) Proviso | To approve the appointment of more than 15 directors |
| II. | Section – 149(10) | Re-appointment of Independent Director. |
| JJ. | 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. |
| KK. | 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 |
| LL. | 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 |
| MM. | 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 |
| NN. | Section – 180(d) | To remit, or give time for the repayment of, any debt due from a director.
NOT APPLICABLE ON PRIVATE LIMITED COMPANY |
| OO. | Section – 185 | For approving scheme for giving of loan to MD or WTD. |
| PP. | Section – 185 | For giving loan to other private limited Company in which directors are interested. |
| QQ. | Section 186(3) | To approve giving of loan or guarantee or providing any security or the acquisition of shares exceeding 60% of paid up capital , free reserve and security premium or 100% of its free reserve and securities premium , whichever is more. |
| RR. | Section – 196 | Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year. |
| SS. | Section 197 | To pay remuneration to any one managing director, or whole- time director or manager or directors exceeding the limits as prescribed |
| TT. | Section 210 | To investigate the affairs of the company |
| UU. | Section 212 | To investigate into the affairs of Company by Serious Fraud Investigation Office |
| VV. | Section 248(2) | To approve filing of application before the Registrar to strike off the name of company from the register of companies |
| WW. | Section – 271 (1) (b) | Special Resolution for winding up of the company by Tribunal. |
| XX. | Section – 271 (1) (b) | Special Resolution for winding up of company. |
| YY. | Section- 248 | Approval of Shareholders for Struck off of Company |
| ZZ. | Section 343 | To approve that certain power shall be exercised by Company Liquidator |
| 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 | ||
| BBB. | Section 371 | To adopt Table F in Schedule I |
| CCC. | Section- 455 | Special resolution is required by the Company for making an application to the Registrar for obtaining the status of Dormant Company. |
| DDD. | Rule 14(2)(a) under the Companies (Prospectus and Allot- ment of Securities) Rules, 2014 | To make an offer or invitation to subscribe to securities through private placement by the company |
| EEE. | Rule 9(1)(a) under the Companies (Share Capital and Deben- tures) Rules, 2014 | To issue preference shares by the company
|
| FFF. | Rule 3 under the Companies (Miscellaneous) Rules,2014 | Application for obtaining status of dormant company |
LIST OF ORDINARY RESOLUTION (THESE ARE NOT REQUIRED TO BE FILE)
| ANNEX
URE- C |
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 65 | To provide for Reserve Share Capital on Conversion of Unlimited Company into Limited Company. |
| I. | Section 73 | To accept deposits from members on terms and conditions, including the provision of security, if any or for the repayment of such deposits with interest as may be agreed upon between the company and its members. |
| J. | Section 73(2) | Approval of general meeting for inviting deposits from members. |
| K. | 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. |
| L. | Section 117(3)(h) | Any other resolution or agreement as may be prescribed and placed in the public domain. |
| M. | Section -139 | Appointment of Auditor |
| N. | Section -142 | To appoint Branch Auditor |
| O. | Section – 148(3) | Remuneration of Cost Auditor shall be fixed by an ordinary resolution at the general meeting |
| P. | Section– 149 | Appointment of independent Director. |
| Q. | Section -151 | Appointment of Small share holder Director. |
| R. | Section– 152 | Appointment of Director. |
| S. | Section 169 | To remove a director by company ,not being a director appointed by the tribunal under section 242 ,before the expiry of the period of his office after giving him a reasonable |
| T. | 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. |
| U. | Section- 192 | To enter any non-cash transactions in which directors of the Company or holding, subsidiary or associate Company are involved. |
| V. | Section- 196 | To appointment of MD,WTD or manager. |
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Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected]).
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