09 Feb 2025

RESOLUTIONS-TO-BE-FILED-IN-E-FORM-MGT-14

RESOLUTIONS-TO-BE-FILED-IN-E-FORM-MGT-14

RESOLUTIONS TO BE FILED IN E-FORM MGT-14

BOARD RESOLUTIONS BY PUBLIC COMPANIES

S.NO

RESOLUTION

CA,2013 SECTION 

  1.  

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

179(3)

  1.  

to authorise buy-back of securities  under section 68;

179(3)

  1.  

to issue securities, including debentures, whether in or outside India;

179(3)

  1.  

to borrow monies;

179(3)

  1.  

to invest the funds of the company;

179(3)

  1.  

to grant loans or give guarantee or provide security in respect of loans;

179(3)

  1.  

to approve financial statement and the Board’s report;

179(3)

  1.  

to diversify the business of the company;

179(3)

  1.  

to approve amalgamation, merger or reconstruction;

179(3)

  1.  

to take over a company or acquire a controlling or substantial stake in another company;

179(3)

  1.  

to make political contributions;

Rule 8- The Companies (Meetings Of Board And Its Powers) Rules, 2014

  1.  

to appoint or remove key managerial personnel (KMP);

Rule 8- The Companies (Meetings Of Board And Its Powers) Rules, 2014

  1.  

to appoint internal auditors and secretarial auditor;

Rule 8- The Companies (Meetings Of Board And Its Powers) Rules, 2014

BOARD RESOLUTIONS BY PRIVATE & PUBLIC COMPANIES

  1.  

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.

117(3)(c)

  1.  

Any other resolution or agreement as may be prescribed and placed in the public domain. 

117(3)(h)

EXEMPTIONS

In respect of a resolution passed to grant loans, or give guarantee or provide security in respect of loans under clause (f) of sub-section (3) of section 179 in the ordinary course of its business by,—

  1. banking company;
  2. any class of non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934, as may be prescribed in consultation with the Reserve Bank of India;
  3. any class of housing finance company registered under the National Housing Bank Act, 1987, as may be prescribed in consultation with the National Housing Bank; 

 

Note:

  • If a Private Limited Company is subsidiary of Public Limited Company then section applicable to Public Company needs to be complied by the Private Limited Company.

 

  • For Private Companies MGT-14 is not required to be filed for resolutions passed in pursuance of sub-section (3) of section 179 because Section 117(3)(g) is exempt for private Companies under Notification no. G.S.R.464 (E) dated 5th June, 2015.

 

DISCLAIMER: THE CONTENTS OF THIS DOCUMENT ARE PROVIDED BASED ON CURRENT PROVISIONS AND INFORMATION AVAILABLE. WHILE EVERY EFFORT HAS BEEN MADE TO ENSURE ACCURACY AND RELIABILITY, NO RESPONSIBILITY IS ASSUMED FOR ANY ERRORS OR OMISSIONS. USERS ARE ENCOURAGED TO REFER TO APPLICABLE LAWS AND REGULATIONS. THIS INFORMATION IS NOT TO BE CONSTRUED AS LEGAL ADVICE, AND NO LIABILITY IS ACCEPTED FOR ANY CONSEQUENCES ARISING FROM ITS USE.

From the desk of CS Sharath