E-Form MGT-14 is required to be filed within the prescribed time of passing the resolution to the concerned Registrar of Companies through the MCA portal by the companies for notifying the permission taken from the members or directors in case of certain listed transactions by the organization.
Form MGT-14 is an e –form applicable through the following sections of Companies Act, 2013 and a specified section of the then Companies Act, 1956 is to be followed which are as follows:
- Under section 94(1) of Companies Act, 2013 when the company changes the place of keeping & inspection of registers, returns, etc other than at the registered office, where one-tenth of a total number of members entered in the Register of members resides approved by a special resolution passed at a general meeting of the company.
- Under Section 117(1) of Companies Act, 2013 when a copy of every resolution in respect of section 102(3) of the explanatory statement, annexed to notice calling the meeting in which the resolutions are proposed.
- Under Section 192 of Companies Act, 1956 when a copy of every resolution in respect of section 173 of the explanatory statement, annexed to notice calling the meeting in which the resolutions are proposed.
Filing of Resolutions by the company
- Board Resolutions passed by a company other than private limited company for the following cases:
- To issues securities including debentures, whether in or outside India.
- Borrow monies including from directors.
- To invest the funds of the company.
- To grant loans or guarantee or provide security in respect of loans.
- To approve the financial statement and the Board’s report.
- To appoint internal & secretarial auditors.
- To appoint or remove KMP.
- To make political contributions.
- To make calls on a shareholder in respect of money unpaid on their shares.
- To authorize the buyback of shares.
- To diversify the business of the company.
- To approve amalgamation, merger or reconstruction.
- Take over a company or acquire a controlling or substantial stake in another company.
- Special Resolutions passed by companies in the following cases:
- Conversion of Private Limited Company into One Person Company.
- Alteration in AOA of the public limited Company for providing the specified clauses can be altered only if conditions restrictive than those applicable in case of special resolution are met.
- For a company registered under Section- 8 to convert itself into a company of any other kind or alteration of its Memorandum or Articles.
- Change of location of registered office in the same State outside the local limits of the city, town or village where it is situated.
- Change of registered office from the jurisdiction of one Registrar to that of another Registrar in the same State.
- Amendment of Articles of a private company for the entrenchment of any provisions. (To be agreed to by all members in a private company).
- Amendment of Articles of a public company for the entrenchment of any Provisions.
- Change in name of the company.
- A company, which has raised money from the public through prospectus and still has any unutilized amount out of the money so raised, shall not change its objects for which it raised the money through the prospectus.
- A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except subject to an authority given by the company in general meeting by way of a special resolution.
- Issue depository receipts in any foreign country in such manner, and subject to such conditions, as may be prescribed.
- Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class.
- Issue of Sweat Equity Shares.
- Issue of preference shares.
- The private offer of securities.
- Reduction of Share Capital.
- Scheme for the purchase of fully-paid shares for the benefit of employees.
- Buy-Back of Shares.
- A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption
- Keep registers at any other place in India.
- Removal of Auditor.
- Re-appointment of Independent Director.
- The members of a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors.
- To sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings.
- To invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation.
- To borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed the aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of business.
- To remit, or give time for the repayment of, any debt due from a director.
- For approving scheme for giving of loan to Managing Director or Whole Time Director.
- Loan & Investment by company exceeding 60% of paid-up share capital of 100% of the free reserve.
- Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 years.
- Remuneration to Managerial personnel if, profits of the company are inadequate.
- For winding up of the company by Tribunal.
- For winding up of the company.
- For obtaining the status of Dormant Company.
- Approval of Shareholders for Struck off of Company.
Documents to File
- Scanned copy of the agreement as agreed.
- Scanned copy of the notice and explanatory statement
- Scanned copy of altered Memorandum of Association and Article of Association, in case of a change in name of the company, registered office, as the case may be.
- Scanned certified true copy of the resolution passed in the meeting of the director or members.
As per Rule 12 of the Companies (Registration of Offices & Fees) Rules, 2014, the following shall be a fee applies in case of filing in prescribed timelines which are as follows:
- For companies having a share capital
|Less than Rs. 1,00,000||Rs. 200|
|Rs. 1,00,000 to Rs. 4,99,999||Rs. 300|
|Rs. 5,00,000 to Rs. 24,99,999||Rs. 400|
|Rs. 25,00,000 to Rs. 99,99,999||Rs. 500|
|Above 1,00,00,000||Rs. 600|
- For companies not having share capital fees is Rs. 200.
- Additional fees
|Period of delay||Fees|
|Up to 30 days||2 times of normal fees|
|More than 30 days and up to 60 days||4 times of normal fees|
|More than 60 days and up to 90 days||6 times of normal fees|
|More than 90 days and up to 180 days||8 times of normal fees|
|More than 180 days||10 times of normal fees|
In the case of Contravention
- If a company fails to file e-Form MGT-14 within 30 days of passing the resolution then the company is liable to extend to Rs. 1, 00,000 and if the default further continues, a penalty of Rs. 500 per day will be charged to the extent of Rs. 25,00,000.
- If any officer of the company is in default, he shall be liable to a penalty of Rs. 50,000 and if default further continues, a penalty of Rs. 500 per day will be charged to the extent to Rs. 5, 00,000.
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Also Read: Things to note before accepting a drafted Shareholders Agreement