Form MGT-14

 

Form MGT-14 was introduced in the Companies Act 2013. The purpose was that certain resolutions need to be filed with the Registrar of Companies, after the passing of the same at a Board meeting or Shareholders/Creditors meeting of the company.

As per Section 117 and Rule 24 of Companies (Management and Administration) Rules, 2014, a copy of every resolution or any agreement, together with the explanatory statement under Section 102, must be filed with the Registrar within thirty days of the passing of the resolution in the prescribed Format i.e.Form MGT-14.

The resolutions have to be filed in the E-form MGT-14 as per below 3 categories: Board Resolutions, Special Resolutions, Ordinary Resolutions.

Sr. No. List of Board Resolutions 1. Issue of Securities, Debentures, whether in or outside India. It may be noted that in the case of shares, the issue of security denotes the issue of a Letter of Offer. 2. Borrow Monies from any sources, including a director 3. Investment of funds of the Company 4. Granting loans or giving a guarantee or providing security in respect of loans 5. Approval of Financial Statements and Board’s report 6. Appointment of Internal Auditors 7. Appointment of Secretarial Auditor 8. Any appointment or Removal of Key Managerial Personnel 9. Any Political Contributions. 10. To make calls on shareholders in respect of money unpaid on their shares 11. Authorizing any buy-back of securities u/s 68. 12. Expansion of the business of the Company 13 Approval of Amalgamation, Merger, or Reconstruction. 14. Acquiring a company or acquiring a controlling or substantial stake in some other company. PRIVATE COMPANIES are exempt from filing resolutions listed in Section 179(3) and Rule 8 of Companies (Meetings of Board and its Powers) Rules, 2014. Hence private companies are not required to file MGT-14 for specified matters taken up at its Board Meetings.   Sr. No. Section List of Special Resolutions 1. Section 3 Conversion of Private Limited Company into One Person Company, OPC 2. Section 5 Any Alteration in AOA of the Public Limited Company, that provides amendment in the specified clauses. It can be altered only if conditions restrictive than those applicable in case of special resolution are met 3. Section 8 A section 8 company wishing to convert itself into a company of another kind or alteration of its MOA or AOA 4. Section 12 Shifting the registered office outside the local limits of the city, town, or village where it is situated, but within the same State 5. Section 13 Shifting the registered office from the jurisdiction of one Registrar to another Registrar but within the same State 6. Section 14 Amendment of AOA of a private company for the entrenchment of any provisions. (To be agreed to by all members in a private company) 7. Section 14 Amendment of AOA of a public company for the entrenchment of any provisions 8. Section 13 Changing the name of the company to be approved by special resolution. 9. Section 13(8) A company, which has raised money from the 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. 10. Section 27 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. 11. Section 271 (A) A company may issue depository receipts in any foreign country. Only on authorization by Special Resolution as per the manner and conditions, as may be prescribed. (Section still not applicable) 12. Section 48 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 modified with the consent of the authorized shareholders, in writing. Or through a Special Resolution passed at a separate meeting of the holders of the issued shares of that class. 13. Section 54 Issue of “Sweat” Equity Shares. 14. Section 55 Issue of preference shares. 15. Section 62(1)(c) Private offer of securities requires approval of the company by special resolution 16. Section 66 Reduction of Share Capital. 17. Section 67(3)(b) Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employees. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY) 18. Section 68 Buy-back of shares 19. Section 71 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. 20. Section 94 Keep registers at any other place in India. 21. Section 140 Removal of Auditor 22. Section 149(10) Re-appointment of Independent Director. 23. 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. 24. 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) 25. 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) 26. Section 180(c) to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed the 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) 27. Section 180(d) To remit, or give time for the repayment of, any debt due from a director. (NOT APPLICABLE ON PRIVATE LIMITED COMPANY) 28. Section 185 For approving scheme for giving of loan to MD or WTD 29. Section 186 Loan & Investment by company exceeding 60% of paid-up share capital or 100% of the free reserve. 30. Section 196 Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year 31. Schedule V Remuneration to Managerial personnel if, profits of a company are Inadequate. 32. Section – 271 (1) (b) Special Resolution for winding up of the company by Tribunal 33. Section – 271 (1) (b) Special Resolution for winding up of a company. 34. Rule 7(1) Chapter- I Conversion of private company into One Person Company. 35. Section 455 A special resolution is required by the Company for making an application to the Registrar for obtaining the status of Dormant Company. 36. Section 248 Approval of Shareholders for Struck off of Company

Sr. No. Section List of Ordinary Resolutions  1.  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 information.  2. Section 16 The company in general meeting shall pass an ordinary resolution for change of name on receipt of direction from the Central.  3. 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.  4. 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  5. 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 bypassing of ordinary resolution.  6. Section 12(6) Approval of general meeting for the issue of bonus shares  7. Section 63 On the recommendation of the Board is required to capitalize the profit or reserves to issue fully paid-up bonus shares.  8. Section 73(2) Approval of general meeting for inviting deposits from members.  9. Section 102 To transact the following businesses at Annual General Meeting Company required passing an 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 the place of those retiring. – Appointment of, and the fixing of the remuneration of the auditors.    10. Section 139 Appointment of Auditor  11. Section 142 Appointment of Branch Auditor  12. Section 148(3) Remuneration of Cost Auditor shall be fixed by an ordinary resolution at the general meeting  13. Section 149 Appointment of Independent Director.  14. Section 151 Appointment of Small shareholder Director.  15. Section 152 Appointment of Director  16. Section- 188 An 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.  17. Section 192 To enter any non-cash transactions in which directors of the Company or holding, subsidiary, or associate Company are involved.  18. Section 196 To appointment of MD, WTD, or manager.