Requirement & Applicability of eForm MGT-14 Under Companies Act, 2013 By Sarah Bhandari


[List of Resolutions for which MGT-14 are required to be filed]

[Pursuant to section 94(1), 117(1) of The Companies Act, agreements to the registrar 2013 and section 192 of The Companies Act, 1956 and rules made thereunder]
 
(Filing of Resolution(s), Agreement, Postal ballot resolution under section 110 and proposed resolution under section 94(1) to the Registrar.
 
Mentioned below are the Resolution(s) for which MGT-14 is required to be filed with ROC.
  • Special Resolution
  • Board Resolution
  • Ordinary Resolution
In above-mentioned Resolution(s), if a company passes any business relevant matters it shall be filed with ROC within 30 days of passing the Resolution.

REGARDING FORM MGT 14 W.R.T UNDER SECTION 117, DO REFER RULE 24 OF COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014
 
Rule 24: Resolutions and Agreements to be Filed with ROC
 
Under Section 117(1) In respect of Matters specified under section (3) together with the explanatory statement under section 102, if any, shall be annexed with the notice calling the meeting in which resolution is proposed, shall be filed with the registrar within 30 days of passing the resolution.
 
Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.
 
(Section 102 talks about the Statement to be annexed to notice)
 
How a company shall be liable in case it fails to file the resolution or the Agreement under sub section (1) before the expiry of the period specified.
 
Let us understand this through Section 117(2) provided that the fine which a company will be liable to pay in case of not filing the resolution or the agreement under sub section (1) before the expiry of the period specified [therein], the company shall be punishable with fine which shall [not be less than One Lakh rupees] but which may extend to 25 Lakh rupees and every officer of the company who is in default, including liquidator of the company, if any, shall be punishable with fine which shall [not be less than Fifty thousand Rupees] but which may extend to five Lakh rupees.
 
Section 117(3) is regarding the Provisions related to above mentioned shall apply to –
 
a) Special Resolution;

b) Resolutions which have been received the consent and agreed thereto by all the members of the company;

c) Any resolution passed by the board of directors of the company or agreement executed by a company in respect of appointment, re-appointment or renewal of the appointment or variation of the terms of appointment, of a managing director;

d) Resolutions or agreements which have been agreed to by any class of members but which, if not have been effective for their purpose unless they had been passed by a specified majority 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:

e) Omitted

f) Resolution passed in pursuance of [“section 59 of the Insolvency and bankruptcy code,  2016 “] requiring a company to be wound up voluntarily

g) Resolutions passed in pursuance of sub section (3) of section 179 [Omitted];

h) Any other resolution or agreement as may be prescribed and placed in the public domain
 
Amendment
(Notified Date of the section: 09/02/2018)
 
[446B anything contained in this Act, if a small company or a one person company fails to comply with the provisions of sub section (5) of section 92, sub section (2) of section 117 or Sub section (3) of section 137, such company and officer in default of such company shall be punishable with fine or imprisonment or fine and imprisonment, as the case may be, which shall not be more than one half of the fine or imprisonment, as the case be, of the minimum fine or imprisonment or fine and imprisonment , as the case may be, specified in such sections.]
 
Exemption-
 
“Nothing contained in this clause shall be applicable to a banking company in respect of resolution passed to grant loans, or give the guarantee or provide security in respect of under clause (f) of sub section (3) of section 179 in the ordinary course of its business”

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  • Is private Company Exempt to file MGT-14 in case of Section 185 and 186

    04-03-2019 / 01:46:41 PM
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