MGT-14 –The most frequently used e-form

13 February 2015 • Shyam Ramakrishnan

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13 February 2015 • Shyam Ramakrishnan

Form MGT-14, like its predecessor Form 23, will soon acquire the distinction of becoming the most prominent form one ever uses on MCA portal. With most of the significant resolutions coming under its sweep, this form has the potential to be both a boon and a bane for stakeholders.

The general public would be greatly enhanced as companies would now be required to augment their transparency more than ever with regard to most of their essential decisions as a multitude of resolutions would now be available in the public domain. However, as per proviso to Section 117(3)(g), the copies of the board resolutions filed with this form shall not be available for public inspection as they reveal the internal matters of the company.

On the downside, this form could be a nuisance to the companies and their concerned officers as the penalty of non filing on the company  extends to Rs. 25,00,000 and Rs. 5,00,000 on every officer of the company who is in default under Section 117 (2) of Companies Act, 2013.

In MGT-14, copies of resolutions along with explanatory statements annexed to the notice, if any shall be filed with the ROC within 30 days of their passing. All the items specified in S 117(3) and mentioned under Rule 8 of Chapter 12 come under this form’s purview.

Cases where MGT-14 is required to be filed

  • Special resolutions along with their explanatory statements, if any.
  • Resolutions consented by all members, which if not so agreed, wouldn’t have been effective unless they had been passed as a special resolution.
  • Any resolution of the board of directors or agreement by a company relating to a managing directors’:
    • Appointment
    • Re-appointment
    • Renewal of appointment
    • Variation of terms in appointment
  • Resolutions consented by a class of members which would otherwise have been ineffective.
  • Consent of a company authorizing its board of directors any power mentioned in S 180 (1)(a) and (c).
  • Voluntary winding up resolution u/s 304.
  • Board Resolutions u/s 179(3).
      • Making call on unpaid shares.
      • Authorizing buy back u/s 68.
      • Issue of securities, including debentures, inside or outside India.
      • Borrowing of money.
      • Invest funds of the company.
      • Grant loans or give guarantees or provide any security.
      • Approve financial statements and board’s report.
      • Diversify company’s business.
      • Approval of amalgamation, merger or reconstruction.
      • Takeover or acquisition of control or substantial stake in another company.
      • Making political contributions.
      • Appointment and removal of KMP.
      • Appointment of internal auditors and secretarial auditors.

    However, no person shall be entitled under section 399 to inspect or obtain copies of such resolutions. Moreover, private companies are exempt from filing MGT-14 for above board resolutions.

  • Postal ballot resolutions u/s 110.
  • Resolution u/s 94(1): Statutory Registers can be kept at any other place in India where 1/10th of total no. of members reside after passing SR.
  • Altered Memorandum of Association, if any.
  • Altered Articles of Association, if any.
  • Copy of agreement, if any.

17 comments

  1. Sir, we have filed Form MGT-14 within due date (special resolution for change in main objects of the company) but RoC kept the form for re-submission for the reasons of irrelevant activity and non compliance of Section 15. We resubmitted the form with proper explanation in a attached letter, however, the ROC rejected the Form as NTBR

  2. Sir could you please confirm if we need to file MGT-14 for approval of financial board’s report in case of unlisted public company

    1. As per section 117, a copy of resolutions is to be filed with MCA within 30 days of passing of the resolutions which are listed in sub section (3) of sec.117, it includes resolutions passed under section 179 (3) (g) to approve financials and boards report.

      As per notification dated June 5, 2015 Private Companies are now exempt from filing resolutions listed in Section 179(3). Therefore all other companies including an unlisted public company is required to file form MGT-14 for resolution passed to approve financials and boards report.

    1. There is no specific provision for Removal of KMPs like the Removal of Directors.

      The Appointment and Removal of the KMP is decided by the Board and the Company’s Code of Conduct Policies, Appointment Letter etc. whereas the resignation would mean that the KMP has willfully leaving the post of office without any contravention of the Terms of Appointment and Companies Policies.

      As over compliance is always better and there is no specific provision for Removal of the KMPs, it is suggested the Company can file MGT-14 in case of resignation of KMP also.

        1. As Managing Director is also a Director of the Company and the resignation of a director is governed by Section 168 of the Companies Act, 2013. Therefore, section 168 should be mentioned in e-form MGT-14.

  3. iF NO MEMBER OF PVT LTD CO HOLDS MORE THAN 50% SHARES THEN THERE IS NO SBO. iS FORM BEN-2 STILL TO BE FILED AS PER SECTION 90 OF ca 2013

    1. Assuming that the Private Limited company is the reporting company in your case, the criteria for SBO has to be checked by seeing if there is any body corporate in the company holding directly and/or indirectly more than not less than 10% of shares/voting right/ distributable rights [dividend, bonus shares or liquidation proceeds] or any control in the reporting company. An individual shall be considered an SBO as per Companies SBO Rules, 2018, if he holds majority stake in the member of the reporting company or in the ultimate holding company of the member of the reporting company.

      Please provide a detail of the case in order to help us advise you better on whether there is a SBO in the company. However, BEN 2 is not required to be filed in case there is no SBO in the company but the company shall take all the necessary steps to determine the same.

  4. Our promoters issued ESOPs for few employees which are to be authenticated by filing MGT-14. Can you help us.

    1. As per section 62 of the Act, issuance of ESOPs requires passing of special resolution.
      And as per section 117; whenever special resolution is passed, the company is required to file form MGT-14 within 30 days of passing such resolution with the RoC.

      Following shall form part of attachment to the form:-
      1. Certified true copy of resolution along with copy of explanatory statement under section 102.
      2. Any other information can be provided as an optional attachment.

  5. Sir could you please confirm if we need to file MGT-14 in case of resignation of Company Secretary.

    In case your reply to the above is affirmative then kindly share your views on the below query:

    Mr. A resigns from the post of Company Secretary w.e.f. March 6, 2018. The Board Meeting of the Company will be held in May 2018. Whether the period of 30 days for filing of Form MGT-14 will be counted from the date of resignation i.e. March 6, 2018 or from the date of BM to be held in May, 2018.

    1. As per Section 117, 179 (3) of the Companies Act, 2013 and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, it is not prescribed that MGT-14 be filed for resignation of KMP.

  6. Sir, is there any solution to the non filing of MGT 14. I have a company which did not file MGT 14 with respect to the disclosure of director’s interests. The first company is formed in September 2014 and the second company is formed in October 2014. The directors of both the companies are same and the MGT 14 has not been filed. Can you please give a solution to this so that the company does not have to pay such huge penalty. Please help!

    1. If forms have not been filed within the prescribed time period, then the company will have to go for compounding of offences under Section 621A of Companies Act, 1956 as the company will have contravened the provisions of Section 117 (2) of Companies Act, 2013.

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