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Last updated: July 31st, 2024 2:59 PM

MCA Form MGT 14

Running a successful business requires making timely and well-informed decisions. Whether it's a startup, a medium-scale enterprise, or a large corporation, the decisions taken in board meetings are pivotal. To ensure transparency and accountability in these decisions, the Indian Government, under the Companies Act 2013, mandated the filing of Form MGT-14. This form serves as a critical tool for documenting significant resolutions passed in various meetings and submitting them to the Registrar of Companies (RoC).

What is MGT 14?

Form MGT-14, as mandated by the Companies Act 2013, is a crucial document that requires the registration of specific resolutions and agreements with the Registrar of Companies (ROC). This form must be filed following a board meeting once all necessary approvals from the members have been secured.

MGT 14 Form Purpose

The purpose of Form MGT-14 is to ensure transparency and regulatory compliance in corporate governance by requiring companies to file specific resolutions and agreements with the Registrar of Companies (RoC). This form is critical for documenting significant corporate decisions and actions taken during meetings of the company's Board of Directors, shareholders, or creditors. MGT 14 must be filed within 30 days of the resolution's passing or the agreement's execution.

Law Governing Form MGT 14

eForm MGT-14 is mandated by Sections 94(1) and 117(1) of the Companies Act, 2013, as well as Section 192 of the Companies Act, 1956.

Section 94(1) requires that registers and annual returns be kept at the company's registered office or another approved location if more than one-tenth of the members reside there, contingent on a special resolution and prior notification to the Registrar.
Section 117(1) stipulates that a copy of every significant resolution or agreement, along with any explanatory statements, must be filed with the Registrar within 30 days of its approval. This includes resolutions altering the articles of association or any agreement referenced in subsection

Similarly, under the earlier Companies Act of 1956, Section 192 requires that every resolution or agreement be filed with the Registrar within the same timeframe, ensuring all documentation is recorded and compliant with the prescribed legal framework. Understanding the types of resolutions that need to be filed using Form MGT-14 is essential before delving into the details of the filing process and the required documents. MGT-14 is a form that companies in India need to file with the Registrar of Companies (ROC) to report certain resolutions and agreements. Here’s who needs to file it:

Types of Resolutions for Filing Form MGT 14

The MCA Form MGT 14 is used to file three types of resolutions: board resolutions, special resolutions, and written resolutions. Each resolution must be appropriately categorized and filed under its respective type.

Ordinary Resolutions

This resolution requires approval from at least 50% of the board members. Additionally, a majority of the shareholders must agree for the resolution to pass. It generally covers routine governance and operational decisions.

Special Resolutions

These require the approval of at least 75% of the board members. Special resolutions are necessary for significant and extraordinary decisions that go beyond routine management, such as amendments to the company’s Articles of Association or major corporate restructuring.

Written Resolutions

Approval from at least 75% of the board members is needed for this type, and it must also be signed by all members or shareholders. Written resolutions are typically used when decisions need to be formalized without convening a meeting. Additionally, it's important to note that specific annexures must accompany these resolutions when filed:

Annexure A is required for all Board Resolutions.
Annexure B must accompany all Special Resolutions.
Annexure C is necessary for all Ordinary Resolutions.

Applicability of MGT -14

MGT-14 is a form that companies in India need to file with the Registrar of Companies (ROC) to report certain resolutions and agreements. Here’s who needs to file it:

Public Companies:

Must file MGT-14 for:

Special resolutions (important decisions approved by shareholders).
Key board resolutions (such as approving financial statements, mergers, issuing securities, and granting loans).

Private Companies:

Must file MGT-14 for:
- Special resolutions.
Exemptions:
- Do not need to file MGT-14 for certain board resolutions (like borrowing money, issuing securities, and making investments).

Applicability of MGT-14 for Private Companies

MGT-14 is required to be submitted by companies to the Registrar of Companies (RoC) under Sections 94(1) and 117(1) of the Companies Act, 2013. However, private companies are exempt from filing certain board resolutions. Specifically, private companies are not required to file MGT-14 for matters listed under Section 179(3) of the Companies Act, 2013, as read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014. Consequently, private companies do not need to submit e-Form MGT-14 to the RoC when exercising the board's powers as specified under Section 179(3) of the Companies Act 2013.

MGT-14 Form Resolutions

The MGT-14 form is crucial for documenting significant resolutions in a company, categorized under three annexures:

Annexure A: Board Resolutions

Board resolutions included in Annexure A are:

Inspection of subsidiary books and records.
Authorization for political contributions.
Approval for making investments, loans, guarantees, or security.
Approval of related party transaction agreements.
Appointment of whole-time key managerial personnel.
Managing director appointment if they hold a similar position in another company.
Approval of self-prospectus.
Appointment or reappointment of a managing director and variation in terms.
Calling unpaid share amounts from shareholders.
Authorization for securities buy-back under Section 68.
Issuance of securities in India or abroad.
Borrowing money authorization.
Approval of the Board’s report and financial statements.
Business diversification approval.
Approval for amalgamation, merger, or reconstruction.
Acquisition of a controlling stake in another firm.

Annexure B: Special Resolutions

Special resolutions in Annexure B address:

Adding entrenchment clauses to the Articles of Association.
Relocating the registered office within the same state.
Alterations to the Memorandum of Association.
Changes to objectives when unutilized funds are involved.
Alterations to the Articles of Association.
Variations to contract terms or prospectus objectives.
Issuance of depository receipts abroad.
Variation of shareholder rights.
Issuance of sweat equity shares.
Employee stock options issuance.
Private securities offerings.
Convertible debentures or loan issues.
Reduction of share capital.
Purchase or subscription of shares for employee benefits.
Shares buyback.
Maintaining registers outside the registered office.
Auditor removal before term expiry.
Appointing more than 15 directors.
Independent Director reappointment.
Limiting directorships.
Disposal of significant company assets.
Investing amalgamation or merger compensations differently.
Borrowing beyond paid-up capital and free reserves.
Extending repayment time for directors' debts.
Schemes for providing loans to directors.
Exceeding prescribed investment limits.
Appointing directors over the age of 70.
Company operations investigation.
Application for company name removal.
Amalgamation schemes for sick companies.
Company winding up through tribunal.
Voluntary company winding up.
Empowering the liquidator in property sale negotiations.
Binding creditor arrangements during winding up.
Empowering the company liquidator.
Disposal of company documents upon dissolution.

Annexure C: Ordinary Resolutions

Ordinary resolutions in Annexure C include:

The company name changed after the registrar's direction due to false information.
Name change following central government direction due to trademark issues.
Accepting public deposits.
Corporate representation at company meetings.
Representation at creditor meetings.
Appointment of a statutory auditor other than the retiring one.
Director removal before their term ends.
Board power delegation under section 179(3) clauses (d) to (f).
Non-cash transaction authorization for directors.
Managing director, whole-time director, or manager appointments.
Dissolution based on the Company Liquidator's report.
Voluntary winding up due to term expiry or specific article conditions.
Contracts with related parties involving significant amounts of capital.

These resolutions are crucial for corporate governance and compliance, detailing the scope and authority of the board in managing company affairs effectively.

When is there a Need to File MGT-14?

Form MGT-14 must be filed by any company registered under the Companies Act, 2013 or the Companies Act, 1956. The following events or transactions necessitate the filing of Form MGT-14:

Alteration of the Memorandum of Association (MOA) includes changes to the company’s structure or operational purposes.
Private Placement is when the company issues new securities to a select group of investors.
Alteration of the Articles of Association (AOA), which involves changes to the internal governance rules of the company.
Modification of the Object Clause in the MOA, which specifies the objectives and types of business activities a company can pursue.
Utilization of Unspent Proceeds from a public offering as detailed in the issued prospectus.
Conversion of a Private Company to a Public Limited Company, and vice versa.
Issuing Additional Shares, either to existing shareholders, employees, or new investors.
Employee Stock Ownership Plan (ESOP) issues, which allow employees to purchase shares at a set price.
Reclassification of Shares, which might change share classifications or the rights attached to them.
Issuance of Sweat Equity Shares, which are given to employees as a reward for their contributions to the company.
Global Depository Receipts (GDR) issuance, involving shares held by a foreign depository that represents underlying shares of the issuing company.
Legal Proceedings for Winding Up, either through a tribunal or court application.
Voluntary Winding Up under section 304 of the Companies Act.

Each of these situations requires the company to document and file the appropriate resolutions through Form MGT-14 to maintain compliance and transparency with regulatory requirements.

MGt 14 Due Date

The prescribed time period for filing Form MGT-14 is within thirty days from the date the resolution is duly passed and approved by the board members of the concerned company.

Documents Required for Form MGT-14

When submitting Form MGT-14 to the MCA (Ministry of Corporate Affairs), several essential documents must be included along with the form:

Copy of the Resolution or Agreement: This is the primary document and should include the resolution that was passed concerning the Form MGT-14 being filed.
Explanatory Statement: This document should contain a detailed description and particulars of the resolution passed, providing clarity on the nature and implications of the resolution.
Altered Articles: In cases where there is an alteration or change in the Articles of Association as a result of the resolution, a copy of the amended articles should also be attached to the resolution or agreement.

Details Required for Filings MGT 14 Form

The MCA Form MGT-14 requires the inclusion of several important details to ensure comprehensive documentation and transparency regarding the resolutions passed by a company. Here are the specific details that need to be provided in the form:

Corporate Identification Number (CIN): This is a unique identifier assigned to each company registered under the Registrar of Companies in India.
Company Details: This includes the company's name, registered office address, email ID, and other relevant contact details.
Resolution Agreement Details: Comprehensive information about the documents that need to be registered, particularly the resolution or agreement itself.
Dispatch Date: The date on which the resolution was sent out to the members for approval.
Passing Date: The actual date on which the resolution was approved by the requisite majority.
Number of Resolutions: The total number of resolutions included in the filing.
Resolution Particulars: Detailed information about each resolution, including its subject matter, purpose, and the authority under which the resolution is being passed.
Details on Company Wind-Up: If applicable, detailed information regarding the decision to wind up the company must be included, outlining the reasons and the process to be followed.

Including all these details in Form MGT-14 ensures that the Registrar of Companies has a full understanding of the actions taken by the company and maintains a transparent record for public access and compliance monitoring.

Fee for filing MCA Form MGT-14

The fee for filing MCA Form MGT-14 varies based on the amount of share capital a company holds. Here is the detailed fee structure:

Rs 200 per document for companies with share capital less than Rs 1,00,000.
Rs 300 per document for companies with share capital between Rs 1,00,000 and Rs 4,99,999.
Rs 400 per document for companies with share capital between Rs 5,00,000 and Rs 25,99,999.
Rs 500 per document for companies with share capital between Rs 26,00,000 and Rs 99,99,999.
Rs 600 per document for companies with share capital of Rs 1,00,00,000 and above.

Additionally, the filing fees increase depending on the delay in the registration process: If there is a delay of up to 30 days, the fees double. Beyond this initial period, the penalty escalates further, increasing the cost significantly the longer the delay continues. It's important for companies to file on time to avoid these steep penalties.

MGT 14 Penalty

If the company fails to file a resolution document within thirty days of passing, it will incur significant financial penalties. The initial fine for missing this deadline is Rs 1,00,000. Additionally, for each day the filing is delayed beyond the initial 30-day period, an extra charge of Rs 500 per day will be imposed until the document is finally submitted.

Defaulting Party	Penalty Details
Company	Minimum: Rs 1 lakh For Continuing Failure: Rs 500 for each day Maximum: Rs 25 lakh
Every Officer in Default (Including the Liquidator)	Minimum: Rs 50,000 For Continuing Failure: Rs 500 for each day Maximum: Rs 5 lakh

Procedure for Filing MCA Form MGT-14

Follow these detailed steps to file MCA Form MGT-14:

Visit the MCA Website:

Access the official website of the Ministry of Corporate Affairs official.

Log In to MCA Account:

Click on the "Login" button located at the top right corner of the homepage.
Enter your User ID and Password, then click on the "Login" button. If you do not have an account, you will need to create one by clicking on "Register" and following the registration process.

Download Form MGT-14:

Before uploading, ensure you have downloaded and filled out Form MGT-14. You can download the form from the "Company Forms Download" section under the "MCA Services" tab.

Fill Out Form MGT-14:

Complete the form with all the necessary details, including company information, resolution details, and explanatory statements. Ensure all mandatory fields are filled, and all required documents are attached.

Upload E-forms:

Once logged in, navigate to the "E-Forms" section in the user dashboard.
Select "Upload E-forms" from the options provided.

Select Normal Forms:

Click on "Normal Forms," which will allow you to upload standard forms.
Click on the "Browse" button to locate and select your saved Form MGT-14 from your computer.

Upload the Form:

After selecting the form, click on the "Upload" button. The system will verify the form and check for any errors. Ensure that your internet connection is stable during this process to avoid interruptions.

Generate SRN:

Once the form is successfully uploaded, the system will generate a Service Request Number (SRN). This SRN is a unique identifier for your form submission. Note down the SRN or save it for future reference, as it will be required for making the payment and tracking the status of your form.

Payment of Form Fees:

Navigate to the "Payments" section on the MCA portal.

Enter the SRN generated during the upload process to proceed with the payment.
Select the payment method (net banking, credit card, debit card, etc.) and complete the payment process. Ensure you receive a confirmation of payment.

Confirmation of Submission:

After successful payment, a confirmation message will be displayed on the screen. You will also receive an acknowledgement receipt on your registered email ID confirming the submission and payment of Form MGT-14.

Processing of Form:

The RoC will process the submitted form after the payment is confirmed.
You can track the status of your form submission using the SRN on the MCA portal.

Download MGT Form 14

You can download Form MGT-14 directly from the Ministry of Corporate Affairs (MCA) portal. Please visit the MCA website and navigate to the 'Company Forms Downloads' section to find and download the form. We have also attached here for reference:

Steps to Follow if MGT-14 is Not Filed Within 300 Days of Passing a Resolution

If a company fails to file the e-form MGT-14 within 300 days of passing a resolution, it faces specific procedural requirements due to the delay. Since MGT-14 necessitates including the SRN (Service Request Number) of form INC-28 and INC-28 can only be submitted after receiving a condonation order from the Ministry of Corporate Affairs (MCA), the company must take the following steps:

File Form CG-1 with MCA: This is to request condonation for the delayed submission of e-form MGT-14.
Penalty Imposition: MCA will issue a condonation order that includes a penalty, which the company must pay.
Submission of Proof: After paying the penalty, the company must submit a copy of the condonation order and the penalty receipt using form INC-28 through the ROC software.
Filing of e-form MGT-14: Once the above steps are completed, the company can submit e-form MGT-14, referencing the SRN of INC-28.

This process ensures that the company rectifies the failure to file on time by following the legal requirements set by the MCA.

Conclusion

In conclusion, it is mandatory for companies to submit resolutions passed in board meetings to the Registrar of Companies (RoC) using Form MGT-14. This requirement applies to three types of resolutions, and to avoid penalties, submissions must be made within 30 days of the resolution's approval or the agreement's execution. Form MGT-14 plays a crucial role in documenting important corporate decisions and enhancing transparency and accountability in corporate governance. For assistance with company compliance and navigating the complexities of Form MGT-14, IndiaFilings offers expert services to help you get started and maintain compliance effectively. [shortcode_33]