TYPES OF RESOLUTIONS TO BE FILED WITH MGT -14

The following is a list of resolutions to be filed in e-Form MGT -14 under the Companies (Amendment) Act, 2015

BOARD RESOLUTIONS

NOTE : Private companies are not required to file MGT-14 for resolutions passed under section 179(3). (Private limited companies which are subsidiaries of  public companies are not exempt)

1. To issue securities, debentures u/s 179(3)
2. To borrow money u/s 179(3)              
3. To invest the funds of the Company u/s 179(3)
4. To grant loans or give guarantee or provide security in respect of loans u/s 179(3)
5. To approve financial statement and the Board’s report u/s 179(3).
6. To make calls on unpaid shares u/s 179(3)
7. To authorize buy-back of securities u/s 179(3)
8. To diversify the business of the company u/s 179(3)
9. To approve Amalgamation, Merger or Reconstruction u/s 179(3)
10. Take over a company or acquire a controlling or stake in another company u/s 179(3)

SPECIAL RESOLUTIONS

1. For a company registered under Section 8 to convert itself into a company of any other kind or alteration of its Memorandum or Articles.
2. Change of location of registered office in the same State, town or village u/s 12.
3. Change of registered office from one state to another state u/s 13.
4. Change in name of the company u/s 13
5. Alteration of Articles having effects of conversion of private company to public company or public company to private company u/s 14.
6. Issue of Sweat Equity Shares u/s 54
7. Reduction of Share Capital u/s 64
8. Buy Back of Shares u/s 68.
9. Keep registers at any other place in India u/s 94.
10. Re-appointment of Independent Director u/s 149(10).
11. 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 u/s 180(a).
12. To invest otherwise than in trust securities, the amount of compensation received by it as a result of any merger or amalgamation u/s 180(b).
13. To borrow money exceeding aggregate of the paid-up share capital of the company and its free reserves. Borrowing does not include temporary loans u/s 180(c).
14. For approving scheme for giving of loan directly or indirectly to any  of its directors or any other person connected to them u/s 185
15. Loan & Investment by company exceeding 60% of paid up share capital or 100% of free reserve u/s 186.
16. Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year u/s 196.
17. Remuneration to Managerial personnel if, profits of company are Inadequate Schedule V..
18. Winding up of the company by Tribunal u/s 271(1) (b).
19. Conversion of private company into One Person Company Rule 7 (Chapter I).

ORDINARY RESOLUTION      

1. Change of name on a direction from the Central government u/s 16 .                 
2. 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 u/s 61.
3. Issue of bonus shares Rule 12(6).
4. Appointment of independent Director u/s 149.
5. Appointment of a Director by small shareholders u/s 151.
6. Appointment of Director at the first general Meeting or on being proposed by a member or other person with a deposit of rupees one lakh  u/s 152..
7. Remuneration of Cost Auditor shall be fixed by an ordinary resolution at the general meeting u/s 148(3).

Contributed by:

Ms. Karishma Sharma

CA Finalist/Article Assistant

Sandeep Ahuja & Co.