MGT 14 Form Filing: Board Resolutions, Due Date & Penalty U/S 117

Arpit Kulshrestha

3 years ago

MGT 14 is obliged to be furnished through the firm within the registrar of companies (ROC) under sections 94(1) and 117(1) of the companies act 2013 and the rules built in it.

But the private companies get privileged from furnishing the board resolutions. The private organizations do not need to furnish MGT 14 for the concerns shown under section 179(3) of the companies act 2013 read with rule 8 of the firm’s meetings of the board and its powers rule 2014. Hence the private organizations do not have to furnish the e-form MGT 14 within ROC on practising the powers of the board beneath the law of section 179(3) of the companies act 2013.

Latest Update

23rd February 2023

As part of the migration from MCA 21 Portal from 22.02.2023 to 31.03.2023-reg, Forms GNL-2 (filing prospectus-related documents and private placement), MGT-14 (filing resolutions related to prospectus-related documents and private placement), PAS-3 (share allocation), SH-8 (letter of offer to purchase shares or other securities), SH-9 (Declaration of Solvency) and SH-llQeturn (return for the purchase of securities). Read Circular

Intention of Filing MGT 14 Form

Meetings of the board of directors or shareholders or creditors were conducted and the resolutions have been forwarded in the meetings. The resolutions have been furnished through ROC the firm or liquidator as per the case and these resolutions get furnished in form MGT 14.

Latest Update

09th January 2023

General Circular No. 02/2023: MCA 21 Portal Migration from V2 to V3 from 7th January to 22nd January 2023 Filing of Forms GNL-2 and MGT-14 (filing of prospectus-related documents). Read Circular

MGT 14 Board Resolutions to be Filed Under Section 117(3)

Special Resolutions
Resolutions have been accepted to get passed as special resolutions through all the members of the organizations.
Any resolutions have been passed through the BOD with respect to the appointment /reappointment/renewal/distinction of the appointment courses of the managing director.
The resolutions have been accepted to get passed through the particular majority or through a specific way via a class of members.
The resolutions needed to fold up of the firms as provided beneath section 59 of the insolvency and bankruptcy code 2016.
Resolutions are declared beneath section 179(3).

MGT 14 Form List of Board Resolutions

Important resolutions furnished in MGT-14 are classified under 3 sections:

Annexure A Board Resolutions

Beneath Annexure A the mentioned way deal through the board resolutions requirement to furnished:

Investigation of the books of accounts and the other records of the subsidiary.
Permission of building political enrichment.
Doing investments or providing the loan or guarantee or security through the firm.
Relevant party transaction contract/agreement.
Appointment of a whole-time key managerial personnel of a corporation.
Appointment of an individual as managing director if he is the manager/managing director of another company.
Permission of self prospectus.
Appointing/ re-appointing/renewing of appointment/variation of the terms of appointment of a managing director.
Calling of the unpaid amount on the shares via shareholders.
Permission of buy-back of securities as given beneath Section 68.
Providing the securities (engaging debentures) in India/outside India.
To borrow money.
Permission of the Board’s report and financial statements.
Extension of the business of the organization.
To accept amalgamation, alliance, or reconstruction.
Taking a stake in the company or obtaining the controlling stake in a different firm.

Annexure B Special Resolutions

Beneath Annexure B the mentioned objectives deal through the appropriate resolutions required to get furnished:

Addition of law of entrenchment in Articles of Association through the firms.
Revisions of an enrolled office from one city to different in the same state.
Change of Memorandum of Association.
Revolution in the thing towards the money borrowed is unutilized.
Change of Articles of Association.
Change towards the contract or things in the prospectus.
Providing the depository receipts to outside nations.
Modification of shareholder rights.
Providing the sweat equity shares.
Issuance of employee stock options.
A private offer of securities.
Issuance of debentures or loans holding an option for conversion to shares.
Decrease of share capital.
Buying or subscribing to the fully paid shares for the advantage of employees.
Buyback of shares.
Excluding the registered offices maintaining the registers at different locations in India.
Elimination of auditor prior to the expiry of the term.
Appointment of exceeding the 15 directors.
Reappointment of Independent Director.
Limiting the number of directorships of a director.
Selling, leasing or otherwise disposing of the whole or substantially the whole of the undertaking of the firm or towards the firm owns exceeding the one undertaking of complete or substantially the complete of any of these undertakings.
Investing differently in trust securities, the amount of compensation received through the result of an amalgamation or alliance.
Borrowing the money in which the money is to be borrowed and the money previously borrowed through the firm shall be more than the average of its paid-up capital along with the free reserves other than the temporary loans received from the firm’s bankers in the normal business.
Give the time for the repayment of the debt left from the director.
Scheme for furnishing the loans to directors.
Loan and investment through the firm who have more than 60% of the paid-up share capital, free reserves, and securities premium account or 100% of the free reserves and securities premium account whichever is higher.
Appointment of a director, i.e. a managing director/whole-time director/manager exceeding the age of 70 years.
Company operations needed to get examined.
Application to the registrar for the prevention of the name from the registrar.
Scheme concerning the amalgamation of the sick organizations through the other firms.
Winding up of the company through the bench.
Voluntary winding up of the company.
To furnish the liquidator through the powers to accept the shares etc as per the acknowledgement of the property sale.
Permission for the arrangement amid the firm that seems to be wound up and its creditors to be binding.
Sanctioning the firm liquidator to practice the specific powers.
Disposal of the books and paper of the firm when the organization gets fully wound up and is directed to get dissolved.

Annexure C Ordinary Resolutions

Beneath Annexure C the mentioned things deal through the normal resolutions required to furnish:

The company can amend its name post to obtain the objectives from the registrar if it revealed that the name was applied to or by filing the wrong details.
The company revised its name post to obtain the commands from the central governments if the name or trademark is similar to the previous name of the organization or enrolled trademark.
Receiving deposits from the public.
Representation of Corporations at the meeting of organizations.
Representation at any meeting of creditors.
Opting the individual other than the retiring auditor as a legal officer.
Eliminating the director prior to the expiry of the period of his office.
Delegation of the powers through the board as categories beneath section 179(3) clauses(d) to (f).
Permission to enter into non-cash transactions to a director of the company/holding/subsidiary/associate company.
Appointment of a managing director/whole-time director/manager.
Adjournment post recognizing the report of the Company Liquidator.
Voluntary winding up of the business due to expiry period of its term or on the occurrence of any situation towards which the articles provide that the organizations should be dissolved.
Starting in the contract with the relevant party towards the companies who pose prescribed paid-up capital or the amount of the transactions more than the prescribed amount.

MGT 14 Form Penalty Under Section 117

Failure to furnish the resolution or the agreement beneath sub-section (1) of section 117 before the expiration of the period given beneath section 403 through the other fee, the penalty will be stated as mentioned below:

Defaulting Party	Penalty
Company	Minimum: Rs 1 lakh Towards the failure remains post to the first one: Rs 500 for each day Maximum: Rs 25 lakh
Every Officer in Default (Including the Liquidator of the Company)	Minimum: Rs 50,000 Towards the failure lasts posts to the first one: Rs 500 for each day Maximum: Rs 5 lakh

Due Date for Filing MGT 14 Form

Under section 117(1) of the firm will furnish the recommendations and agreements in form MGT 14 30th October 2024 within 30 days from the passing of the resolutions.

Result of Failure to File MGT 14 in 300 Days From the notice of Resolution

Inside the case, the company shall be unable to furnish e-form MGT 14. Since MGT 14 needs the information of SRN of INC-28 and INC-28 could be furnished only post to obtain the order of condonation. The condonation power is in the hands of the MCA. For condonation of delay below are the mentioned steps:

The company needs to file form CG 1 with MCA for condonation in the late furnishing of e-form MGT 14.
MCA imposes the penalty in the condonation order and the firm is subjected to the payment of the same penalty.
Post to obtaining the order and the payment of the penalty the firm will furnish a copy of the order and the penalty receipt in form INC-28 along with ROC software.
The company after that furnishes e-form MGT 14 by stating SRN of INC-28.

MGT 14 Filing Fee in Case of the Company Share Capital

Nominal Share Capital	Fee Applicable
Less than 1,00,000	Rupees 200
1,00,000 to 4,99,999	Rupees 300
5,00,000 to 24,99,999	Rupees 400
25,00,000 to 99,99,999	Rupees 500
1,00,00,000 or more	Rupees 200