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Posted on March 11, 2022
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. But 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 provision of 270 additional days removed from the New Act. Before 07 May, 2018 Companies was required to file e-form MGT-14 within 30 days of passing of resolution and if fails to file within 30 days then in next 270 days with additional fees.
Why is Form MGT-14 Filed?
A company when they hold a Board of Directors or Shareholders or the Creditors meeting, they pass resolutions and this should be filed with the ROC by the company or liquidator as applicable. And for this, they shall adopt Form MGT-14.
It is only regarding Section 179(3) and Rule 8 of 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 still require to file e-form MGT-14 with ROC.
Resolutions or Agreements to be filed under Section 117(3)
- Special Resolutions.
- Resolutions which have been agreed to be passed as special resolutions by all the members of the company, and if not agreed shall become ineffective unless and until it is passed as a special resolution.
iii. Any resolution passed by the BOD with regard to appointment or reappointment or renewal or variation of the terms of appointment of the managing director.
- 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.
- Resolutions requiring winding up of the company as specified under section 59 of the Insolvency and Bankruptcy Code 2016.
- Resolutions or agreements which bind all the class members, if not agreed to by all those 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 3 categories:
Annexure A – Board Resolutions
The following resolutions should be filed under Annexure A:
- Inspection of the books of accounts as well as the other records of the subsidiary company
- Authorisation for making political contributions
iii. Making an investment or giving of loan or guarantee or security by the company
- Related party transaction contract or agreement
- Appointment of a whole-time key managerial personnel of a company
- 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 of appointment or variation of the terms of appointment, of a managing director
- Calling of the unpaid amount on the shares from the shareholders
- Authorisation of buy-back of securities as provided under Section 68
- Issuing securities (including debentures) in India or outside India
xii. To borrow money
xiii. Approval of the Board’s report and financial statements
xiv. To diversify the business of the company
- 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 given should also be filed using Form MGT-14:
- Insertion of a provision of entrenchment in Articles of Association by companies
- Change of a registered office from one city to another in the same state
iii. Alteration of Memorandum of Association
- Change in the object in case the money raised is unutilized
- Alteration of Articles of Association
- 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
- Issue of sweat equity shares
- Issue of employee stock options
- 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 employees
- Buyback of shares
xvi. Keeping 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
- 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 company exceed 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 or 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 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 paper of the company when the company is completely wound up and is about to be dissolved.
Annexure C – Ordinary Resolutions
The following are the resolutions that should be filed using MGT-14:
- Company to change its name after receiving direction from the registrar if it has been found that the name was applied to, by furnishing false information
- Company to change its name after receiving direction from the Central Government if the name/trademark is too identical to an existing company name or registered trademark
iii. Acceptance of deposits from the public
- Representation of Corporations at the meeting of companies
- Representation at any meeting of creditors
- Appointing any other person other than a retiring auditor as a statutory auditor
vii. Removal of director before the expiry of the period of his office
viii. Delegation of the powers by the board as specified under Section 179(3)(d) to 179(3)(f)
- Permission to enter into non-cash transactions to a director of the company or holding or subsidiary or associate company
- Appointment of a managing director or whole-time director or manager
- 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 resolution or Agreement as per section 117(1), within the period specified under the Companies Act, then the following penalty shall be applicable:
- If the default is committed by the company, a penalty of minimum INR 1 Lakh shall be levied, up to a maximum of INR 25 Lakh. In case the failure continues after the first one the INR 500 for each day.
- And if the default is committed by an officer, including the liquidator, the penalty applicable shall be a minimum of INR 50,000 and a maximum of INR 5 Lakh. In case of the failure continuing after the first one then INR 500 per day shall be levied.
And the prescribed time limit for filing of form MGT-14 is within 30 days from the date of passing resolution or such agreement is entered into.