Resolutions for which form MGT14 is to be filled with ROC – Companies act 2013

The earlier list of resolutions or agreement that were required to be filled as per companies act 1956 has now been widened in new companies act 2013.

Section 117 of the new companies act 2013 has specified certain resolutions or agreements which are required to be filled with ROC along with explanatory statement within 30 days from the date of passing resolution.

As per rule 24 of companies (management and administration) rule, 2014, such resolution or agreement is required to be filled together with explanatory statements as specified in Form MGT14 along with fee as applicable with ROC

If a company which is required to file form MGT14 with the ROC has failed to do so then it has to be filled with late payment fee.

Company shall be punishable with fine and every officer of the company who is in default including liquidator of the company, if any, shall also be punishable with fine if such company has failed to file the resolution or the agreement before expiry of the period as specified under section 403 of companies act with additional fee i.e. 270 days from the date by which it should have been submitted, filed, registered or recorded.

form MGT14 is required to be filled for certain board resolutions - companies act 2013

Resolutions which are required to be filled in form MGT14

Sub section 3 of section 117 has specified following matters which are required to be filled with ROC in form MGT14;

  1. Special resolutions
  2. Resolutions which have been agreed to by all the members of a company, but which, if not so agreed, would not have been effective for their purpose unless they had been passed as special resolutions;
  3. Any resolution of the board of directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;
  4. Resolutions or agreements which have been agreed to by any class of members but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by a specified majority or otherwise in some particular manner; and all resolutions or agreements which effectively bind such class of members though not agreed to by all those members;
  5. resolutions passed by a company according consent to the exercise by its Board of directors of any of the powers under clause (a) and clause (c) of sub section (1) of section (180) ;
  6. resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304;
  7. resolutions passed in pursuance of sub section (3) of section 179; and
  8. Any other resolutions or agreement as may be prescribed and placed in the public domain.

In the above list, you will find serial number 7 referring to section 179(3) in which certain resolutions are required to be filled in form MGT14 with ROC. Let us know look into the resolutions that are specified in it.

Additional list of resolutions for which form MGT14 to be filled – section 179 (3)

Section 179 talks about power of board of directors. Sub section 3 of section 179 talks about resolutions which has to be passed at meeting of the board of directors on behalf of the company. Followings are the list of resolutions for which company has to file form MGT14 as specified under section 117 of companies act 2013;

  • to make calls on shareholders in respect of money unpaid on their shares;
  • to authorise 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;
  • to approve financial statements and the board’s report;
  • to diversify the business of the company;
  • to approve amalgamation, merger, or reconstruction;
  • to take over a company or acquire a controlling or substantial stake in another company;
  • any other matter which may be prescribed;

As stated above, following powers of board of directors has been specified or prescribed in companies (meeting of board and its powers) rule, 2014 for the purpose of the last clause of section 179(3) i.e. any other matter which may be prescribed. This means form MGT14 is also required to be filled in following cases;

  • to make political contributions;
  • to appoint or remove key managerial personnel;
  • to take note of appointment(s) or removal(s) of one level below the key management personnel;
  • to appoint internal auditors and secretarial auditors;
  • to take note of disclosures of directors’ interest and shareholding;
  • to buy, sell investments held by the company (other than trade investments), constituting five percent or more of the paid up share capital and free reserves of the investee company;
  • to invite or accept or renew public deposits and related matters;
  • to renew or change the terms and conditions of public deposits;
  • to approve quarterly, half yearly and annual financial statements or financial results as the case may be

In addition to the above lists another provision in companies act 2013, require companies to file form MGT14. This provision is in section 94 of companies act 2013.

As per section 94 of the companies act 2013, every company has to maintain its statutory register as specified under section 88 and annual return as specified under section 92, at the registered office of the company.

Such place of keeping register and annual return can be changed to any other place in India. To change such place, company has to file a copy of the proposed special resolution in advance at least before one day of the date of general meeting as required in accordance with first proviso of sub section (1) of section 94 of companies act 2013. This copy of proposed special resolution is also required to be filled in form MGT14.

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