Resolutions required to be Filed Under Companies Act,2013 in form MGT 14

Section 117(3) of the Companies Act 2013 specifies the list of resolutions that should be filed with the ROC along with Explanatory statement if any within 30 days of passing such resolution through filing of Form MGT 14.

List of Resolutions/Agreements given in Section 117(3)

1. Special Resolutions;
2. 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;
3. 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;
4. 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;
5. 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;
6. Resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304;
7. Resolutions passed in pursuance of sub-section (3) of section 179 as listed below; and
8. Any other resolution or agreement as may be prescribed and placed in the public domain.

List of Resolutions given in Section 179(3)

1. to make calls on shareholders in respect of money unpaid on their shares; 
2. to authorise buy-back of securities under section 68; 
3. to issue securities, including debentures, whether in or outside India; 
4. to borrow monies; 
5. to invest the funds of the company; 
6. to grant loans or give guarantee or provide security in respect of loans; 
7. to approve financial statement and the Board’s report; 
8. to diversify the business of the company; 
9. to approve amalgamation, merger or reconstruction; 
10. to take over a company or acquire a controlling or substantial stake in another company; 
11. any other matter which may be prescribed (PRESCRIBED IN RULE 8 OF Companies (Meetings of Board and its Powers) Rules, 2014

List of Resolutions given in rule 8(5) read with Section 179(3)

1. to make political contributions; 
2. to appoint or remove key managerial personnel (KMP); 
3. to take note of appointment or removal of one level below the Key Management Personnel; *
4. to appoint internal auditors and secretarial auditor;
5. to take note of the disclosure of director’s interest and shareholding; *
6. to buy, sell investments held by the company (other than trade investments), constituting five percent or more of the paid up share capital and free reserves of the investee company; *
7. to invite or accept or renew public deposits and related matters; *
8. to review or change the terms and conditions of public deposit; *
9. to approve quarterly, half yearly and annual financial statements or financial results as the case may be. *

Vide circular issued on 5 June 2015 Private companies have been given certain privileges and hence Section 179 does not apply to Private companies and there is no need to file form MGT-14 for above listed resolutions.

Change in the address of statutory registers

As per rule 15(6) of Companies (Management and Administration) Rules, 2014 [Chapter-7 ], a copy of the proposed special resolution in advance to be filed with the registrar as required in accordance with first proviso of sub-section (1) of section 94, shall be filed with the Registrar, at least one day before the date of general meeting of the company in Form No. MGT.14.

* Please note that vide Companies (Meetings of Board and its Powers) Amendment Rules, 2015 dated 18-Mar-2015 Govt. has omitted the certain events from compulsory filing of MGT.14 those items are struck off from the above list.