MCA Form MGT-14
MCA Form MGT-14
Form MGT 14 was introduced in the Companies Act of 2013 with the objective of filing certain resolutions with the Registrar of Companies. Such resolutions must be filed after the passing of the same at the meeting held by the Board/Shareholders/Creditors of the company. This article looks at the resolutions to be filed in Form MGT 14.
Categories of Filing Resolutions
The resolutions have to be filed in the E-form for the following categories:
- Board Resolutions
- Special resolutions
- Ordinary Resolutions
Board resolutions must be duly filed in Annexure A, special resolutions in Annexure B and ordinary resolutions in Annexure C. Let us now examine them separately.
Annexure A – Board Resolution
This annexure need not be filed by Private Limited Companies, though private limited companies which are subsidiaries of public limited entities are not exempt from this provision.
The following board resolutions must be filed in Form MGT-14:
- To issue securities, inclusive of debentures, either inside or outside the confines of India. It may be noted that in case of shares, issue of security denotes issue of Letter of Offer.
- To borrow money from any sources, including a director.
- To invest the funds of the company. (Also follow provisions of Section 186)
- To issue loans or provide guarantee or security in respect of loans. (Also follow provisions of Section 186)
- To endorse the financial statement and Board’s report.
- To appoint internal auditors.
- To appoint Secretarial Auditor.
- To appoint or remove Key Managerial Personnel.
- To make political contributions.
- To take decisions on those shareholders relating to the money unpaid on their shares.
- To sanction buy-back of securities under Section 68.
- To expand the business of the company.
- To endorse Amalgamation, Merger or Reconstruction.
- Take over a company or acquire a controlling or considerable stake in another company.
Annexure B – Special Resolution
The following special resolutions must be files in Annexure B of the form:
- For companies registered under Section 8 for converting itself into a company of another kind or alteration of its MOA or AOA.
- Change of location of registered office in the same State, but outside the local limits of the city, town or village where it is currently situated.
- Change of registered office from the jurisdiction of one registrar to another in the same sate.
- Amendment of Articles of a private limited company for entrenchment of any provisions. This must be consented by all the members of a private company.
- Amendment of Articles of a public company for entrenchment of any Provisions.
- Modification in name of the company to be sanctioned by a special resolution.
- If a company has raised funds from the public through issue of a prospectus, and the money so raised remains unutilized, the company is not entitled to change the object for which the money was raised, except by passing a special resolution.
- A company is not authorized to modify the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except on the approval of the concerned authority.
- A company is entitled to pass a special resolution in its general meeting, issue depository receipts in any foreign country in the specified manner, in compliance with the pertinent conditions.
- If a shared capital of the company is classified into various classes of shares, the rights attached to the shares of any class may be modified with the written consent of the authorized shareholders; or through a special resolution passed at a meeting of the shareholders of the issued shares of that class.
- Private offer of companies needs the consent of the company by a special resolution.
- Issue of ‘Sweat Equity Shares”.
- Reduction of share capital.
- Special resolution for endorsing scheme for the purchase of fully-paid shares for the welfare of the employees.
- Buy back of shares.
- A company is authorized to issue debentures with an option of converting these debentures into shares, either wholly or partly during the stage of redemption; on the condition that the operation is sanctioned by a special resolution passed at the general meeting.
- Maintain registers at any other Indian locality.
- Re-appointment of Independent Director.
- The members of a company are empowered to specify any lesser number of companies in which the directors of the company may act as directors. The specification can only be done after the process of approval through a special resolution.
- To sell, lease or dispose the whole or the majority of the undertakings of the company.
- To invest the compensations received by the company due to any merger or amalgamation in trust securities.
- To borrow money, where the prospective borrowable amount, as well as the money previously borrowed by the company exceeds the aggregate of its paid-up share capital and free reserves, barring the temporary loans obtained from the company’s bankers in the normal course of business.
- To remit, or grant time for the repayment of any debt owed by the director.
- To approve scheme for providing loans to MD or WTD.
- Loan and investment by company which is above 60% of paid up share capital or 100% of free reserve,
- Recruitment of a person as Managerial Personnel, given that his/her age is above 70 years.
- Remuneration to managerial personnel on the event of insufficient profits.
- Special resolution for closure of the company by Tribunal
- Special resolution for closure of the company.
- Conversion of a private limited company into a One Person Company.
Annexure C – Ordinary Resolutions
This annexure should be inclusive of the following ordinary resolutions:
- Change of name as per the discretion of the Registrar if the application for reservation of name was applied by using incorrect information.
- Change of name as per the discretion of the Central Government.
- Issue of equity shares with differential rights needs to be endorsed by an ordinary resolution passed at a general meeting held by the shareholders.
- A company is entitled to increase or consolidate its capital, or on the other hand increase or consolidate its capital, or sub-divide or cancel shares which haven’t been taken, provided that such an action is endorsed by its Articles.
- A private company is not vested with the rights to offer shares to employees under a scheme of employee’s stock option, except on the consent of the shareholders through a special resolution.
- To transact the consideration of financial statements and the reports of the Board of Directors and Auditors, declaration of dividends, appointment of new directors in place of the retiring ones and determining the remuneration of the auditors in the Annual General Meeting under a special resolution.
- Approval of general meeting for the issue of bonus shares.
- Approval of general meeting for encouraging deposits from members.
- Appointment of auditors.
- Appointment of branch auditors.
- Appointment of independent director.
- Appointment of a director by small shareholders.
- Appointment of directors at the initial general meeting or on the proposal of a person with a deposit of Rs 1,00,000.
- Remuneration of cost auditor will be set by an ordinary resolution at the general meeting.
- Ordinary resolution for entering a specified contract or arrangement with the concerned party, for Companies with prescribed paid-up capital or for transactions which exceed the prescribed amount.
- To mention any non-monetary transactions wherein the directors of the company or holding, subsidiary or associate company are involved.
eForm MGT 14 needs to be filed with the ROC within 30 days from the date of passing of resolution or formulating the agreement.
Straight Through Processing
E-Form MGT 14 will be processed, approved and taken on record through a mechanism known as “Straight Through Processing (STP)”, so as to ensure timely disposal of e-forms. “Straight Through Processing” is utilized by MCA for the speedy processing of transactions under which its not manually verified. The mechanism is operated for facilitating the easy transfer of digitally entered information from one party to another.
Note:- MGT 14 filed for issues connected with change of name, change of the object, resolution for further issue of capital and conversion of companies can only be taken on record after obtaining the approval of the respective ROC.
MCA Allows Physical Filing of Form GNL-2 and MGT-14 – Notification 09/01/23
The MCA has decided to allow the physical filing of Forms GNL-2 and MGT-14 between 07/01/2023 and 22/01/2023 as the MCA21 Portal transitions from V2 to V3. Following the transition, subsequent electronic filing of these forms will be permitted without an additional fee.
The official notification of MCA is attached here for reference:GC-2-of-2023-01-09 (1)