List of Resolution for which MGT-14 requires to be filed


The Resolutions for which MGT-14 need to be file, can be categorized in the following three categories:

1 – Board Resolutions

2 – Special Resolutions

3 – Ordinary Resolutions

List of board resolutions required to be filed 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 make Political Contributions.

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.


List of special resolution required to be file with ROC in form MGT-14

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.

Section – 12

Change of location of registered office in the same State from one city to other city.

Section – 13

Change of registered office from the jurisdiction of one Registrar to the jurisdiction of other Registrar in the same State.

Section – 14

Amendment of Articles of a private company for entrenchment of any provisions.

Section – 14

Amendment of Articles of a public company for entrenchment of any Provisions.

Section – 13

Change in name of the company to be approved by special resolution.

Section – 13(8)

A company, which has raised money from public through Prospectus and still has any unutilized amount out of the money raised, shall not Change its objects for which it raised the money through prospectus unless a special resolution is passed by the company.

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.

Section – 271 (A)

Issue depository receipts in any foreign country.

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.

Section – 62 (1) (c)

Private offer of securities requires approval of company by special resolution.

Section – 54

Issue of Sweat Equity Shares.

Section – 66 (1)

Reduction of Share Capital.

Section – 67(3)(b)

Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employees.

Section – 68 (2)(b)

Buy Back of Shares.

Section – 71 (1)

Issue of convertible debenture in to share either wholly or partly.

Section – 94

Keep registers at any other place in India.

Section – 149(10)

Re-appointment of Independent Director.

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.

Section – 180(a)

Sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company.

Section – 180(b)

To invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation.

Section – 180(c)

to borrow money, where borrowing existing and/or proposed 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.

Section – 180(d)

To remit, or give time for the repayment of, any debt due from a director.

Section – 185

For approving scheme for giving of loan to MD or WTD.

Section – 186

Loan & Investment by company exceeding 60% of paid up share capital or 100% of free reserve.

Section – 196

Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year.

Schedule V

Remuneration to Managerial personnel if, profits of company are Inadequate.

Section – 271 (1) (b)

Special Resolution for winding up of the company.

Rule 7(1) Chapter- I

Conversion of private company into One Person Company.

List of ordinary resolution required to be filed with ROC in form MGT-14

Section – 16

The company in general meeting shall pass an ordinary resolution for change of name on receipt of direction from the Central.

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.

Rule 12(6)

Approval of general meeting for issue of bonus shares

Section 73(2)

Approval of general meeting for inviting deposits from members.

Section – 152

Appointment of Director.

Section –

For consideration of accounts and directors report and report of auditors, declaration of dividend, appointment of director on place of who resign.

Section – 148(3)

Remuneration of Cost Auditor shall be fixed by an ordinary resolution at the general meeting

Section – 151

Appointment of a Director by small shareholders.

Section – 152

Appointment of Directors at the first general Meeting.

Section – 149

Appointment of independent Director.

Section – 152

Appointment of Director on being proposed by a member or other person with a deposit of rupees one lakh.



  • Siddhesh (#)
    February 15th, 2017

    If i am not wrong you do not require to file MGT 14 under section 61 we just need SH-7

    • caaryendra (#)
      February 27th, 2017

      Dear Siddhesh,
      Yes there is no need but must check your MOA regarding increase in authorised capital. It your MOAis silent the you should file MGT 14 for increas of authorised capital.

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