Filing of Resolution (MGT-14)
*The price is exclusive of any amount payable to Government/Regulatory Authorities and GST.
Services covered :
- Filling of the Form
- Uploading the Form
Document Required :
Board resolution/ special resolutions as the case maybe.
What MCA Form MGT-14 ?
Form MGT 14 objective of filing certain resolutions with the ROC. 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.
What are the categories of filing Resolutions?
The resolutions have to be filed in the E-form for the following categories:
Board Resolutions in Annexure A
Special resolutions in Annexure B
Ordinary resolutions in Annexure C
What is 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:
1. 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.
2. To borrow money from any sources, including a director.
3. To invest the funds of the company. (Also follow provisions of Section 186)
4. To issue loans or provide guarantee or security in respect of loans. (Also follow provisions of Section 186)
5. To endorse the financial statement and Board’s report.
6. To appoint internal auditors.
7. To appoint Secretarial Auditor.
8. To appoint or remove Key Managerial Personnel.
9. To make political contributions.
10. To take decisions on those shareholders relating to the money unpaid on their shares.
11. To sanction buy-back of securities under Section 68.
12. To expand the business of the company.
13. To endorse Amalgamation, Merger or Reconstruction.
14. Take over a company or acquire a controlling or considerable stake in another company.
What is Annexure B – Special Resolution ?
Provide time for the repayment of debt due from a director.
1. Scheme for providing loan to directors.
2. Loan and investment by a company exceeding 60% of its paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more.
3. Appointment of a director, i.e. a managing director/whole-time director/manager above the age of 70 years.
4. Affairs of the company ought to be investigated.
5. Application to the registrar for removal of name from the register.
6. Scheme relating to the amalgamation of sick companies with any other company.
7. Winding up of a company by the tribunal.
8. Voluntary winding up of the company.
9. To provide the liquidator with the powers to accept shares etc. as consideration for the sale of a property.
10. Approval for the arrangement between the company which is about to be wound up and its creditors to be binding.
11. Providing sanction to the company liquidator to exercise certain powers.
12. Disposal of books and paper of the company when the company is completely wound up and is about to be dissolved.
13. Insertion of a provision of entrenchment in Articles of Association by companies.
14. Change of a registered office from one city to another in the same state.
15. Alteration of Memorandum of Association.
16. Change in the object in case the money raised is unutilised.
17. Alteration of Articles of Association.
18. Variation in terms of a contract or objects in the prospectus.
19. Issue of the depository receipts in any of the foreign countries.
20. Variation of shareholder rights.
21. Issue of sweat equity shares.
22. Issue of employee stock options.
23. A private offer of securities.
24. Issue of debentures or loans containing an option for conversion to shares.
25. Reduction of share capital.
26. Purchase/subscription of fully paid shares for the benefit of employees.
27. Buyback of shares.
28. Keeping registers at any other place in India other than the registered office.
29. Removal of auditor before the expiry of the term.
30. Appointment of more than 15 directors.
31. Reappointment of Independent Director.
32. Restricting the number of directorships of a director.
33. Selling, leasing or otherwise disposing of the whole/substantially the whole of the undertaking of the company or in case the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings.
34. Investing otherwise in trust securities, the amount of compensation obtained by it as a result of an amalgamation or merger.
35. Borrowing money, where the money to be borrowed plus the money already borrowed by the company will exceed the aggregate of its paid-up share capital plus free reserves, other than the temporary loans obtained from the company‘s bankers in the ordinary course of business.
36. Provide time for the repayment of debt due from a director.
What is Annexure C – Ordinary Resolutions ?
This annexure should be inclusive of the following ordinary resolutions:
1. Change of name as per the discretion of the Registrar if the application for reservation of name was applied by using incorrect information.
2. Change of name as per the discretion of the Central Government.
3. Issue of equity shares with differential rights needs to be endorsed by an ordinary resolution passed at a general meeting held by the shareholders.
4. 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.
5. 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.
6. 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.
7. Approval of general meeting for the issue of bonus shares.
8. Approval of general meeting for encouraging deposits from members.
9. Appointment of auditors.
10. Appointment of branch auditors.
11. Appointment of independent director.
12. Appointment of a director by small shareholders.
13. Appointment of directors at the initial general meeting or on the proposal of a person with a deposit of Rs 1,00,000.
14. Remuneration of cost auditor will be set by an ordinary resolution at the general meeting.
15. 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.
16. To mention any non-monetary transactions wherein the directors of the company or holding, subsidiary or associate company are involved.
What is the Due Date of Filing?
E-Form MGT 14 needs to be filed with the ROC within 30 days from the date of passing of resolution or formulating the agreement.
What are the penalty under section 117?
Failure to file the Resolution or the Agreement under sub-section (1) of Section 117 prior to the expiry of the period mentioned under Section 403 with an additional fee, the penalty shall be as below:
A) Company: Minimum: Rs 1 lakh. In case the failure continues after the first one: Rs 500 for each day. Maximum: Rs 25 lakh.
B) Every officer in default(including the liquidator of the company): Minimum: Rs 50,000. In case the failure continues after the first one: Rs 500 for each day. Maximum: Rs 5 lakh.
How much legal fees to be paid along with MGT-14 is on the basis of the share capital of the company ?
Nominal Share Capital Fee applicable
1. Less than 1,00,000:Rs.200
2. 1,00,000 to 4,99,999:Rs.300
3. 5,00,000 to 24,99,999:Rs.400
4. 25,00,000 to 99,99,999:Rs.500
5. 1,00,00,000 or more:Rs.600
Company not having Share capital: Rs.200
How much additional fees calculated on the basis of the number of days delayed to file MGT-14 ?
Period of delays forms
1. Upto 30 days: 2 times of normal fees
2. More than 30 days - 60 days :4 times of normal fees
3. More than 60 days - 90 days :6 times of normal fees
4. More than 90 days - 180 days: 10 times of normal fees
5. More than 180 days :12 times of normal fee
What are the Purpose of filing this form?
A company or liquidator has to file with the concerned RoC certain resolutions and agreements. These are to be filed after being passed at the meeting of the Board / Shareholders / Creditors of the company. The particulars of such resolutions or / and agreement are to be filed through this e-Form.
The provisions of Section 94 and 117 are applicable regarding registration of certain resolutions and agreements with RoC. The e-Form has to be filed with RoC within 30 days of passing of the resolution or of the making of the agreement.
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