Events Where E-Form MGT-14 To Be Filed

In compliance with the provisions of Section 94(1) and 117(1) of the Companies Act, a company is required to file with the Registrar of Companies (ROC) the form MGT-14. However, this does not include private companies, and they are therefore not required to file this form MGT-14 as per the Companies Act. And need not file the same for matters that are specified under section 179(3) of the Companies Act, read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014.
As per Section 117(1), the company shall file the resolutions and agreements in form MGT-14 within 30 days from the resolution being passed or the Agreement being entered into. Now, by the Amendment Act, 2017, the provision of 270 additional days has been removed from the New Act. Before 07 May, 201,8, Companies were required to file e-form MGT-14 within 30 days of passing the resolution, and if they failed to file within 30 days, then within 270 days with additional fees.

Why is Form MGT-14 Filed?

When a company holds a Board of Directors, Shareholders, or Creditors meeting, it passes resolutions, which should be filed with the ROC by the company or liquidator, as applicable. For this, it shall adopt Form MGT-14.
It only regards Section 179(3) and Rule 8 of the amended Companies (Meetings of Board & its Powers) Rules, 2014. Therefore, any action mentioned under Section 117(3) of the CA 2013 (i.e., 117(3)(a) to (f) of the CA 2013), Private Companies are still required to file e-form MGT-14 with the ROC.

Resolutions or Agreements to be filed under Section 117(3)

1. Special Resolutions.
2. Resolutions that have been agreed to be passed as special resolutions by all the members of the company, if not agreed to, shall become ineffective unless and until they are passed as special resolutions.

iii. Any resolution passed by the BOD with regard to appointment, reappointment, renewal, or variation of the terms of appointment of the managing director.

1. Resolutions or agreements that have been agreed to be passed by a specified majority or in a particular manner by any class of members, and if not agreed would become ineffective unless they have been passed by a specified majority or in such other particular manner as may be applicable.
2. Resolutions requiring winding up of the company as specified under section 59 of the Insolvency and Bankruptcy Code 2016.
3. Resolutions or agreements that bind all the class members, if not agreed to by all the class members

IV Resolutions passed under Section 179(3).

List of Resolutions to be Filed in MGT-14

The list of resolutions that are to be filed in Form MGT-14 can be divided into three categories:

Annexure A – Board Resolutions

The following resolutions should be filed under Annexure A:

1. Inspection of the books of accounts, as well as the other records of the subsidiary company
2. Authorisation for making political contributions

iii. Investing or giving a loan, guarantee, or security by the company

1. Related party transaction contract or Agreement
2. Appointment of a whole-time key managerial personnel of a company
3. Appointment of a person as managing director if he is the manager or managing director of another company

vii. Approval of self-prospectus
viii. Appointing or re-appointing or renewing the appointment or variation of the terms of appointment of a managing director

1. Calling of the unpaid amount on the shares from the shareholders
2. Buybacks as provided under Section 68
3. Issuing securities (including debentures) in India or outside India

xii. To borrow money
xiii. The Board’s report and financial statements
xiv. To diversify the business of the company

1. To approve amalgamation, merger, or reconstruction

xvi. Taking over a firm or acquiring the controlling stake in another firm

Annexure B – Special Resolution

The special resolutions pertaining to the following should also be filed using Form MGT-14:

1. Insertion of a provision of entrenchment in the Articles of Association by companies
2. Change of a registered office from one city to another in the same state

iii. Alteration of Memorandum of Association

1. Change in the object in case the money raised is unutilized
2. Alteration of Articles of Association
3. Variation in terms of a contract or objects in the prospectus

vii. Issue of the depository receipts in any of the foreign countries
viii. Variation of shareholder rights

1. Issue of sweat equity shares
2. Issue of employee stock options
3. A private offer of securities

xii. Issue of debentures or loans containing an option for conversion to shares
xiii. Reduction of share capital
xiv. Purchase or subscription of fully paid shares for the benefit of the employees

1. Buyback of shares: Buyback registers at any other place in India other than the registered office

xvii. Removal of auditor before the expiry of the term
xviii. Appointment of more than 15 directors
xix. Reappointment of Independent Director

1. Restricting the number of directorships of a director

xxi. Selling, leasing, or otherwise disposing of the whole or substantially the whole of the undertaking of the company, or in case the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings
xxii. Investing otherwise in trust securities, the amount of compensation obtained by it as a result of an amalgamation or merger
xxiii. Borrowing money, where the money to be borrowed plus the money already borrowed by the company exceeds the aggregate of paid-up share capital plus free reserves, other than the temporary loans obtained from the company’s bankers in the ordinary course of business
xxiv. Provide time for the repayment of debt due from a director
xxv. Scheme for providing loans to directors
xxvi. Loan and investment by a company exceeding 60% of its paid-up share capital, free reserves, and securities premium account or 100% of its free reserves and securities premium account, whichever is more
xxvii. Appointment of a director, i.e., a managing director, whole-time director, or manager above the age of 70 years
xxviii. Affairs of the company ought to be investigated
xxix. Application to the registrar for removal of name from the register
xxx. Scheme relating to the amalgamation of sick companies with any other company
xxxi. Winding up of a company by the tribunal
xxxii. Voluntary winding up of the company
xxxiii. To provide the liquidator with the powers to accept shares, set, etc., as consideration for the sale of a property
xxxiv. Approval for the arrangement between the company, which is about to be wound up, and its creditors to be binding
xxxv. Providing sanction to the company liquidator to exercise certain powers
xxxvi. Disposal of books and papers from the company when the company is completely wound up and about to be dissolved.

Annexure C – Ordinary Resolutions

The following are the resolutions that should be filed using MGT-14:

1. The company is to change its name after receiving direction from the registrar if it has been found that the name was applied for by furnishing false information
2. Company to change its name after receiving direction from the Central Government if the name/trademark is too similar to an existing company name or registered trademark

iii. Acceptance of deposits from the public

1. Representation of Corporations at the meeting of companies
2. Representation at any meeting of creditors
3. Appointing any person other than a retiring auditor as a statutory auditor

vii. Removal of the director before the expiry of the period of his office
viii. Delegation of the Boards by the board as provided under Section 179(3)(d) to 179(3)(f)

1. Permission to enter into non-cash transactions by a director of the company, holding, subsidiary, or associate company
2. Appointment of a managing director, whole-time director, or manager
3. Dissolution after considering the report of the Company Liquidator

xii. Voluntary winding up of the company as a result of the expiry of the period of its duration or on the occurrence of any event in respect of which the articles provide that the company should be dissolved
xiii. Entering into a contract with a related party in case of companies having prescribed paid-up capital or the amount of the transaction exceeds the prescribed amount.

Penalty, As per Section 117

In case of failure to file a resolution or Agreement as per section 117(1), within the period specified under the Companies Act, then the following penalty shall be applicable:

1. If the company commits the default, a penalty of a minimum of INR 1 lakh, up to a maximum of INR 25 lakh, shall be levied. In case the failure continues after the first one, there is an INR 500 for each day. If an officer, including a liquidator, commits the default, the penalty applicable shall be a minimum of INR 50,000 and a maximum of INR 5 Lakh. If the failure continues after the first one, then INR 500 per day shall be levied. The prescribed time limit for filing form MGT-14 is 30 days from the date the resolution is passed or such Agreement is entered into.