Item: List of Resolutions to be Filed With ROC in MGT-14
Author: Muhammed Fasil K

List of Resolutions to be Filed With ROC in MGT-14

Pursuant to section 117 of the Companies Act, 2013, certified copies of the following resolutions/agreements alongwith explanatory statement, wherever applicable, are required to be filed electronically with the Registrar of Companies in e-Form MGT-14 within 30 days after the passing or making thereof:—

(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;

(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

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

As per Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 amended vide Notification No. G.S.R.206(E) dated 19th March, 2015 the following resolution passed by the Board is required to be filed with the Registrar in Form MGT-14 within 30 days from the date of the Board meeting along with the fee:

List of Board Resolution required to be file with roc in form MGT-14 by Companies other than Private Limited Companies.

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

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

(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 (Shareholders Agreement);

(k) to make political contributions;

(l) to appoint or remove key managerial personnel (KMP);

(m)to take note of appointment(s) or removal(s) of one level below the KMP;

(n) to appoint internal auditors and secretarial auditor.

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
1	3	Conversion of Private Limited Company into One Person Company.
2	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.`
3	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.
4	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.
5	13	Change of registered office from the jurisdiction of one Registrar to that of another Registrar in the same State.
6	14	Amendment of Articles of a private company for entrenchment of any provisions. (To be agreed to by all members in a private company).
7	14	Amendment of Articles of a public company for entrenchment of any Provisions.
8	13	Change in name of the company to be approved by special resolution.
9	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.
10	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.
11	27(1)	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).
12	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.
13	54	Issue of Sweat Equity Shares.
14	55	Issue of preference shares.
15	62 (1) (c)	Private offer of securities requires approval of company by special resolution.
16	66 (1)	Reduction of Share Capital.
17	67(3)(b)	Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employees. (EXCEPT PRIVATE LIMITED COMPANY)
18	68 (2)(b)	Buy Back of Shares.
19	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.
20	94	Keep registers at any other place in India.
21	140	Removal of Auditor.
22	149(10)	Re-appointment of Independent Director.
23	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	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	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	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
27	180(d)	To remit, or give time for the repayment of, any debt due from a director. NOT APPLICABLE ON PRIVATE LIMITED COMPANY
28	185	For approving scheme for giving of loan to MD or WTD.
29	186	Loan & Investment by company exceeding 60% of paid up share capital or 100% of free reserve.
30	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 company are Inadequate.
32	271 (1) (b)	Special Resolution for winding up of the company by Tribunal.
33	271 (1) (b)	Special Resolution for winding up of company.
34	Rule 7(1) Chapter- I	Conversion of private company into One Person Company.
35	455	Special resolution is required by the Company for making an application to the Registrar for obtaining the status of Dormant Company.

A copy of resolution as aforesaid together with the copy of the statement of material facts (explanatory statement) annexed under section 102 of the Act, to the notice of the meeting in which such resolution has been passed and/or a copy of agreement as aforesaid shall be filed with the Registrar of Companies alongwith requisite filing fee, within 30 days after passing such resolution.

If a company fails to file the resolution or the agreement before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than Rs.5 lakh but which may extend to Rs.25 lakh and every officer of the company who is in default, including liquidator of the company, if any, shall be punishable with fine which shall not be less than Rs.1 lakh but which may extend to Rs.5 lakh.

CONDONATION OF DELAYS

Section 460 of the Act, relates to condonation of delay in certain cases. It deals with the powers of the Central Government to condone delay in certain cases. Where any application required to be made to the Central Government under any provisions of the Companies Act, in respect of any matter, is not made within the time specified or where any document required to be filed with the Registrar under the provisions of the Act has not been filed within the time specified therein, the Central Government may, for reasons to be recorded in writing, condone the delay.

Resolutions Which cannot be Passed by Circular

E-book on draft resolutions and procedures

List of Resolutions to be Filed With ROC in MGT-14

List of Resolutions to be Filed With ROC in MGT-14

POSTS YOU MAY LIKE