Form MGT-14 was introduced in the Companies Act 2013. The purpose was that certain resolutions need to be filed with the Registrar of Companies, after the passing of the same at a Board meeting or the one held by Shareholders/Creditors of the company.
As per Section 117(3), a copy of every resolution or any agreement, together with the explanatory statement under Section 102, must be filed with the Registrar within thirty days of the passing of the resolution. the prescribed Format is Form No. MGT-14. And a fee needs to be paid, as required.
Annexures for Resolutions
The resolutions have to be filed in the E-form as per below 3 categories:
- Board Resolutions, Annexure A,
- Special resolutions, Annexure B, and
- Ordinary Resolutions, Annexure C.
The Board Resolutions that need to be filed with the ROC, in Form Mgt-14. Except those with a Private Limited Company registration.
|S. No.||Reason for Board Resolution|
|a.||Issue of Securities, Debentures, whether in or outside India. (For shares, issue of Letter of Offer is considered).|
|b.||Taking Loan (from any sources including Director).|
|c.||For an investment of funds of the Company (provisions of Section 186 are to be followed as well).|
|d.||Granting loans or giving a guarantee or providing security related to loans. (Also follow provisions of Section 186).|
|e.||Financial Statement approval and the Board’s report.|
|f.||Appointment of Internal Auditors.|
|g.||To appoint Secretarial Auditor.|
|h.||Any appointment or Removal of Key Managerial Personnel, including MD, CEO, CFO & CS.|
|i.||Any Political Contributions.|
|j.||Deciding about shareholders who have not paid their allotment money in full.|
|k.||Authorizing any buy-back of securities u/s 68.|
|l.||Diversifying the business or operations of the company, to other than those that the Company Registration was undertaken.|
|m.||Approval of Amalgamation, Merger or Reconstruction.|
|n.||Acquiring a company or acquiring a controlling or substantial stake in some other company.|
The Special Resolutions required to be filed by Companies, in Form Mgt-14. Except those with a Private Limited Company.
|S. No.||Relevant Section||Reason for Special Resolution|
|a.||Section-3||Conversion of Private Limited Company into One Person Company, OPC.|
|b.||Section-5||Any Alteration in AOA of a Public Limited Company, that provides amendment in the specified clauses. It can be altered only if conditions restrictive than those applicable in case of special resolution are met.|
|C.||Section-8||A section 8 company wishing to convert itself into a company of another kind or alteration of its MOA or AOA.|
|d.||Section-12||Shifting the registered office outside the local limits of the city, town or village where it is situated, but within the same State.|
|e.||Section-13||Shifting the registered office from the jurisdiction of one Registrar to another Registrar but within the same State.|
|f.||Section-14||Amendment of AoA of a private company for the entrenchment of any provisions. This must be consented by all the members.|
|g.||Section-14||Amendment of AoA of a private company for the entrenchment of any provisions.|
|h.||Section-13||Changing the name after the Company Registration process is over. It has to be sanctioned by a special resolution.|
|i.||Section-13(8)||A Special Resolution is a must if the company wants to utilize funds raised for one purpose to another purpose. In case of raising capital through IPO or any other public offer, through Company Prospectus.|
|j.||Section-27(1)||The company is not to vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued Subject to the approval or authority is given by the company in an Annual General Meeting or otherwise, by way of a Special Resolution.|
|k.||Section-271 (A)||A company may issue depository receipts in any foreign country. Only on authorization by Special Resolution as per the manner and conditions, as may be prescribed. (Section still not applicable).|
|l.||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 modified with the consent of the authorized shareholders, in writing. Or through a Special Resolution passed at a separate meeting of the holders of the issued shares of that class.|
|m.||Section-54||Issue of “Sweat” Equity Shares.|
|N.||Section-55||Issue of preference shares.|
|o.||Section-62 (1) (c)||A private offer of securities needs the approval of by a Special Resolution.|
|p.||Section-66 (1)||Reduction of Authorised Share Capital.|
|q.||Section-67(3)(b)||Special resolution for approving the scheme for purchase of fully-paid shares for the welfare of employees. Not applicable to Private Limited Company.|
|r.||Section-68 (2)(b)||Buy-Back of Shares.|
|s.||Section-71 (1)||A company may issue Convertible Debentures that have an option to convert them into shares, either wholly or partly at the time of redemption. Provided that the issue is approved by a Special Resolution passed at a general meeting.|
|t.||Section-94||The books and registers are maintained at any other place in India, than the office where Company Registration took place.|
|u.||Section-140||Removal of Auditor.|
|v.||Section-149(10)||Re-appointing an Independent Director.|
|w.||Section-165(2), sub-section (1),||The members of a company may, by special resolution, specify a lesser number of companies in which the directors of the company may act as a director.|
|x.||Section-180(a)||to sell, lease or dispose of the whole or a substantial part of the undertaking of the company. Not applicable for Private Limited Company.|
|y.||Section-180(b)||To invest in trust securities the amount of compensation received by a merger or an amalgamation. Not applicable for Private Limited Company.|
|z.||Section-180(c)||to borrow money, where the money to be borrowed, along with the money already borrowed, exceeds the aggregate of its paid-up share capital and free reserves. The temporary loans obtained from the company’s bankers in the normal course of Business are not to be included. Not applicable for those with Private Limited Company registration.|
|A.||Section-180(d)||To remit, or give time for the repayment of, any debt owed by a director. Not applicable for Private Limited Company.|
|B.||Section-185||To approve a scheme for granting a loan to MD or Whole Time Director (WTD).|
|C.||Section-186||Loan & Investment by the company above 60% of its paid-up share capital or 100% of the free reserve.|
|D.||Section-196||Appointment of a person above the age of 70 years, as Managerial Personnel.|
|E.||Schedule V||Remuneration to Managerial personnel when the profits of the company are insufficient.|
|F.||Section-271 (1) (b)||Special Resolution for winding up of the company by NCLT.|
|G.||Section-271 (1) (b)||Special Resolution to wind up your existing company.|
|H.||Section-455||To obtain the status of Dormant Company, a Special Resolution need to be filed with the ROC|
The List of Ordinary Resolutions, in Form Mgt-14.
|S. No.||Relevant Section||Reason for Ordinary Resolution|
|a.||Section-4||If it is found that the application for the reservation of name with ROC was applied by using incorrect information. Then an Ordinary Resolution needs to be passed in general meeting for a change of name.|
|b.||Section-16||Change of name on receipt of a directive from the Central Government.|
|c.||Section-43||The Issue of equity share with differential rights needs to be endorsed by an Ordinary Resolution passed at a general meeting of the shareholders.|
|d.||Section – 61||A company, if authorized by its AoA, by Ordinary Resolution, can increase or consolidate its capital or sub-divide or cancel shares not taken.|
|e.||Section- 62||A private Company shall not offer shares to employees under a scheme of employee’s stock option, without approval by the shareholders in an Ordinary Resolution.|
|f.||Rule 12(6)||Issue of bonus shares|
|g.||Section – 63||Capitalize the profit or reserves for the purpose of issuing fully paid-up bonus shares.|
|h.||Section 73(2)||Approval of general meeting for inviting deposits from members.|
|i.||Section -102||To transact the following businesses at Annual General Meeting Company required passing Ordinary Resolution:|
|j.||Section -139||To appoint Auditor|
|k.||Section -142||Appointment of Branch Auditor|
|l.||Section – 148(3)||Remuneration of Cost Auditor is to be fixed by an Ordinary Resolution at the general meeting|
|m.||Section– 149||Appointment of Independent Director.|
|n.||Section -151||Appointment of Director by Small shareholders.|
|o.||Section– 152||Appointment of Director at the first general meeting or on the proposal of a person with a deposit of Rs 1,00,000.|
|p.||Section- 188||Ordinary Resolution is required for entering into a specified contract or arrangement with the concerned party, for Companies with prescribed paid-up capital or for transactions exceeding the prescribed amount.|
|q.||Section- 192||To enter into any non-cash transactions in which the directors of the Company or its holding/associate Companies are involved. Or even those with a Subsidiary Registration.|
NOTE: Only those private companies have been exempted from filing MGT-14, under above listed resolutions, that are not a subsidiary or associate of a public Company.
Straight Through Processing (STP)
E-Form MGT 14 will be processed, approved and taken on record using the mode of STP, for certain cases. These are situations other than:
- change of Company Name,
- change of Objective,
- resolution for further Issue of capital and
- conversion of companies
This facilitates speedy disposal of e-Form MGT-14. Under this, the resolutions need no manual verification. The information is digitally processed and taken into the record.
NOTE: The resolutions not coming under the STP, can only be taken on record, after filing MGT-14 and obtaining the approval of the respective ROC.
Consequences of not filing MGT-14
As per the latest provisions after implementation of Companies Ordinance, 2018 i.e. 2nd November 2018.
A. If a Company fails to file e-form MGT-14 within the stipulated 30 days:
Then, as per the amendment of Companies Ordinance, 2018, the ROC has powers of Adjudication. So the ROC can impose a penalty on the Company and Officer, in default. ROC, after filing of the form, can, directly, send a notice for payment of penalty without any application.
B. Failure to file form MGT-14 within i.e. 300 days from the date of passing of the resolution:
- In such case, the Company will not able to file form MGT-14. As the MGT-14 needs SRN of INC-28.
- INC-28 can be filed only after receiving the order of Condonation.
- Power assigning the Condonation rests with the Ministry of Corporate Affairs. So the process will be:
- The Company has to file Form CG-1 with MCA for Condonation for failure to file Form MGT-14.
- MCA may impose a penalty with the Condonation order. The Company shall have to make the payment.
- After making the payment, the Company shall file a copy of the order and penalty receipt by Form INC-28 with ROC.
- File Form MGT-14 by mentioning SRN of the INC-28.
- The penalty under Section 117(3) of Companies Act, 2013
- The Company is liable to pay a penalty of Rs. 1 lakh and a further penalty of Rs 500 per day, for the duration which such failure continues, subject to a maximum of Rs. 25 lakh,
- The Officer, in default, including liquidator of the company, if any, shall be liable to pay Rs. 50,000 and a further penalty of Rs 500 per day, for the duration which such failure continues, subject to a maximum of Rs. 5 lakh.
To avoid these Penalties and keeping operations smooth, download your Form Mgt-14 from here.
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