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List of MGT 14 Resolutions

List of MGT 14 Resolutions

List of MGT 14 Resolutions for which requires to be filed

List of MGT 14 Resolutions, Law regarding filing of form MGT.14 under Companies Act, 2013 Section-117 of the Companies Act, 2013, a copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within 30 days of the passing or making thereof through filing of form MGT 14

The Company must from time to time comply and periodically file with the registrar of the Company and maintain a clear record of all documents, the various agreements and resolution shall be submitted to the MCA in MGT-14 e-form; the List of Resolutions MGT 14 is given below.

We listed resolutions in 3 categories for which Form MGT14 must be filed with ROC-1.

Categories I 

Annexure – A


List of Board Resolution In Form MGT-14 By Company Other than “Private Limited Company”

  • No. List of Board Resolution Required to Be Filed with Roc In Form MGT-14.
  • Issuing shares, like debentures, in or outside India. (In the case of security problem, letter of offer).
  • Borrowing loan money from any source, including Director.
  • Invest the Company’s profits. (According to Section 186).
  • To issue loans or guarantee or provide protection for loans. (According to Section 186).
  • Approving the financial statement and the Board’s report.
  • Appointing internal auditors.
  • Appoint Secretary Auditor.
  • Appoint or replace main managers (KMP). {KMP (MD, WTD, CEO, CFO, CS)}.
  • Enable electoral donations.
  • Calling creditors for money owed on their shares.
  • Authorizing stock buy-back under section 68.
  • Diversify the company’s profits.
  • Approving amalgamation, merger or reconstruction.
  • Acquire a controlling or significant stake in another company.

PRIVATE COMPANIES are now excluded from submission of resolutions mentioned in Chapter XII of Section 179(3) and Rule 8. Private businesses will no longer be obliged to file MGT-14 in their Board meetings for specified matters.


Categories II

Annexure – B


List of Special Resolution Required to Be File with ROC in Form MGT-14

  • No. Section List of Special Resolution Required to Be File with Roc In Form MGT-14.
  • Section – 3 Conversion to one-person business of private limited company.
  • Section – 5 The alteration in the AOA of the public limited company for the provision of the clauses mentioned that be altered only if restrictive requirements are met than those applicable in the case of a special solution.
  • Section – 8 To become a corporation of some other form or modification in its Memorandum or Articles for a corporation licensed under Section 8.
  • Section – 12 Change of registered offices in the same State outside the local limits of the district, district or village where the registered office is located.
  • Section – 13 Shift of registered office from one registrar’s jurisdiction to another registrar in the same State.
  • Section – 14 Amendment of private company articles for incorporation of certain clauses. (All stakeholders of a private organization consent to this).
  • Section – 14 Modification of the Articles of a public corporation to obtain certain provisions.
  • Section – 13 Change on behalf of the organization by special resolution to be accepted.
  • Section – 13(8) A business that raises money from the public through Prospectus and still has any unused sum from the money raised, shall not alter its items by means of a prospectus if the business does not pass a particular resolution.
  • Section – 27(1) A business shall not change the terms of the contract referred to in the prospectus or to the items for which the prospectus was published at any time other than under approval or otherwise pursuant to the express resolution of an authority authorized by the business at the general meeting.
  • Section – 271 (A) When a special resolution has been adopted at its general meeting, a company can issue a depository receipt in any foreign country in such a way and according to the conditions prescribed. (Not relevant portion yet).
  • Section – 48(1) Where the share capital of the company is divided into different classes of shares, the shares of any class may be altered by the written consent of the holders of a maximum of three quarters of those class issued shares or the specific resolution adopted at the separate meeting of the owners of the class issued shares.
  • Section – 54 Sweat Equity Shares Problem.
  • Section – 55 Preferential share problem.
  • Section – 62 (1) (c) Private securities offering requires the company’s approval by special resolution.
  • Section – 66 (1) Share Resource Reduction.
  • Section – 67(3)(b) Special resolution for the approval of the plan for the purchase of fully paying shares for employees. (EXCEPT LIMITED COMPANY PRIVATE).
  • Section – 68 (2)(b) Stock Buy-Back.
  • Section – 71 (1) A business that issue debentures with the option of converting such debentures into shares, wholly or partly at the time of redemption: provided that a particular resolution at the general meeting approves the issue of the debentures with an option to convert these into shares wholly or in part.
  • Section – 94 Hold registers elsewhere in India.
  • Section – 140 Auditor removal.
  • Section – 149(10) Re-appointment of the Director Independent.
  • Section – 165(2) Under the provisions of subparagraph (1), by a special resolution, the members of the company may designate any fewer companies for which a director of the company may serve as directors.
  • Section – 180(a) To sell, lease or otherily dispose of the entire undertaking, or substantially, of the entire undertaking, or if the undertaking owns more than one undertaking, the entire undertaking, or substantially the entire undertaking. NOT FOR PRIVATE COMPANY.
  • Section – 180(b) To invest the amount of compensation it receives in trust securities otherwise as a result of any merger or amalgamation. NOT FOR PRIVATE COMPANY.
  • Section – 180(c) Borrow money where the money to be lent and the money already lent from that company would surpass, apart from temporary loans from the banks in an ordinary course of business, the amount of their paid-up equity capital and free reserves.
  • Section – 180(d) NOT PRIVATE LIMITED COMPANY Remitting or giving time to recover any debt owed by a director. PRIVATE LIMITED COMPANY
  • Section – 185 PRIVATE LIMITED COMPANY NOT Available For the approval of a scheme for loaning to MD or WTD.
  • Section – 186 Loan & investment by a company that reaches 60% of the share capital paid up or 100% of the free reserve.
  • Section – 196 Appointment of the manager if the age of the employee reaches 70 years.
  • Schedule V Compensation for management if business earnings are insufficient.
  • Section – 271 (1) (b) Special procedure for the liquidation by Tribunal of the firm.
  • Section – 271 (1) (b) Specific procedure for corporate winding-up.
  • Rule 7(1) Chapter- I Private business conversion into One Person Operation.
  • Section- 455 The Corporation needs a special resolution to apply to the Registrar for the status of Inactive Business.
  • Section- 248 Approval of the (written-off)company’s shareholders

Also Read: A brief understanding of a private limited company directors


Categories III



  • Section – 4 The corporation shall pass an ordinary resolution for change of name upon receipt of direction from the Registrar (in general meeting) if it is found that the request for reservation of name with ROC was made by furnishing false information.
  • Section – 16 On receipt of direction from the Board, the company shall pass an ordinary resolution for a change of name in a general meeting.
  • Section- 43 An ordinary resolution passed at a shareholders’ general meeting includes the question of equity with equal rights.
  • Section – 61 A business, if approved by its statutes, may, by ordinary resolution, increase or combine its capital or sub-divide or cancel unused shares.
  • Section- 62 A private coshall not sell employee shares under an employee’s stock incentive scheme until the matter is accepted by the company’s shareholders by passing ordinary resolution.
  • Rule 12(6) Approval for conducting a general meeting for issuing bonus shares
  • Section – 63 The Board recommends that the income or savings be capitalized to issue fully paid-up incentive shares.
  • Section 73(2) Approval of the general assembly to request members’ deposits.
  • Section -102 The following corporations had to pass ordinary resolution at the Annual General Meeting.– Review of annual statements and Board of Directors and auditors reports.– Any dividend declaration.– Manager appointment in place of those withdrawals.– Meeting and meeting o. The auditors’ remuneration.
  • Section -139 Auditor appointment.
  • Section -142 Appointing Division Auditor.
  • Section – 148(3) Cost Auditor’s remuneration shall be determined by ordinary resolution at the conference.
  • Section– 149 Executive Director nomination.
  • Section -151 Tiny shareholder management appointment.
  • Section– 152 Manager promotion.
  • Section- 188 Companies that have agreed paid-up capital or the amount of transaction to be entered exceed the agreed sum are required to enter into any specified contract or agreement with the related party.
  • Section- 192 To make any non-cash transactions involving company directors or holdings, subsidiaries or associates.
  • Section- 196 MD, WTD or manager nomination.
CS Seema Bansal

CS Seema Bansal having experience of two years under CS firm and also having degree of B. Com and M. Com. Having expert knowledge of ROC related work and other company related compliances with MCA.

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