Do you know Applicability of MGT-14?

Section 117 of the Companies Act, 2013 read with the Companies (Management & Administration) Rules, 2014, provides the list of resolutions to be filed with the Registrar of Companies (ROC) in form MGT-14. The list of resolutions for applicability of MGT-14 to be filed is mentioned below along with other compliances related to filing of the form.

Resolutions to be filed

Special Resolutions (SR)

A Board Resolution (BR) or any agreement relating to appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment of a Managing Director.

Resolutions agreed to by all the members (if not so agreed, then required to be passed as SR) of the company.

Resolutions agreed to by any class of members (if not so agreed, then required to be passed by a specified majority) of the company and all such resolutions/agreements which bind such class of members though not agreed to by all those members.

Resolution for voluntary winding up of a company passed in pursuance of section 59 of Insolvency and Bankruptcy Code, 2016.

Resolutions passed in pursuance of section 179 (3) of the Act

The resolutions passed under section 179 (3)are:

Board Resolutions-

To make calls on shareholders in respect of money unpaid on their shares;
To authorize buy-back of securities under section 68;
To issue securities including debentures, whether in or outside India;
To borrow monies;
To invest the funds of the company;
To grant loans or give guarantee or provide security in respect of loans

[Exceptions to applicability of MGT-14 if such resolution is passed by-

Banking company;
Any class of NBFC registered under chapter IIIB of the Reserve Bank of India Act, 1934;
Any class of housing finance company registered under the National Housing Bank Act, 1987.]

To approve financial statement and board’s report
[Except in case of Private Company and Specified IFSC Public Company as per the provisions of section 117 (4)]
To diversify the business of company;
To approve amalgamation, merger or reconstruction;
To take over a company or acquire a controlling or substantial stake in another company;
To appoint (Key managerial Personnel (KMP)

Time limit

30 days (60 days for specified IFSC Company, whether public or private) of passing resolution or entering into agreement.

Attachments to form:

Copy of Resolution

Explanatory Statement pursuant to Section 102.

Mode of filing

This form is filed in STP mode except for the following purposes:

Conversion from public to private company
Conversion from private to public company
Allotment of Securities (Issue of sweat equity shares)
Allotment of Securities (Issue of further shares to employees under scheme of employees stock option)
Allotment of Securities (Preferential or Private allotment)
To request the Government to investigate the affairs of the company and to appoint inspectors
Change in objects of the company in case company has unutilized amount of money raised through issue of prospectus
Issue of Global Depository Receipts in any foreign country
Investigation into the affairs of the company by Serious Fraud Investigation
Voluntary liquidation under sec 59

Relaxation for Private Companies

Private companies have been given relaxation from applicability of filing Form MGT-14 for Board Resolution passed for approval of Financial Statements and Board’s

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