The Matters/
Resolutions requiring filing of Form No. MGT-14 as per provisions of Companies Act, 2013
and the Rules made thereunder.
Resolutions requiring filing of Form No. MGT-14 as per provisions of Companies Act, 2013
and the Rules made thereunder.
Section 117 of the Companies Act, 2013 provides that, a
copy of every resolution or any agreement, in respect
of matters specified in sub-Section (3) together with
the explanatory statement under Section 102, if any,
annexed to the notice calling the meeting in which the
resolution is proposed, shall be filed with the Registrar
within thirty days of the passing or making thereof in
such manner as may be prescribed.
Rule 24 of Companies (Management and Administration) Rules,
2014 specifies that such resolutions and agreement shall be filed
with Registrar of Companies in Form No. MGT-14 along with fee.
Further sub-Section 3 of Section 117 provides for the following
matters for which Form No. MGT-14 shall be filed by the Company
with Registrar of Companies:-
(a) special resolutions;
(b) resolutions which have been agreed to by all the members
of a company, but which, if not so agreed to, would not have
been effective for their purpose unless they had been passed
as special resolutions;
(c) 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;
(d) 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;
(e) 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;
(f) resolutions requiring a company to be wound up voluntarily
passed in pursuance of Section 304;
(g) resolutions passed in pursuance of sub-Section (3) of Section
179; and
(h) any other resolution or agreement as may be prescribed
and placed in the public domain. As if now, no resolution or
agreement is being prescribed and placed in the public domain
Matters requiring MGT 14
S. No. Section Particulars
1. 5 (4) To insert entrenchment provisions in the
articles of association of a public limited
company.
2. 12(5) To shift the registered office outside the local
limits of any city, town or village where such
office is situated.
3. 13 (1) &
(8)
(1) To alter the provisions contained in
Memorandum of the company.
(8) To Change the objects for which the money
has been raised from public through prospectus
and still has any unutilized amount out of the
money so raised.
4. 14(1) To alter the articles including alterations having
the effect of conversion of—
(a) a private company into a public company; or
(b) a public company into a private company.
5. 27 (1) To vary the terms of contract referred to in the
prospectus or objects for which the prospectus
was issued.
6. 41 To issue depository receipts in any foreign
country.
7. 48 (1) To vary the rights attached to the shares of
any class
8. 54 To issue sweat equity shares of a class of
shares already issued.
9. 62(1)(b) To increase subscribed capital by the issue of
further shares to employees under a scheme
of employees’ stock option.
10. 62(1)(c) To increase subscribed capital by the issue of
further shares to any person if the price of such
shares is determined by the valuation report of
a registered valuer.
11. 6 2 ( 3 )
Proviso
To approve terms and conditions of issue of
optionally convertible debentures or loan into
shares.
12. 66 To reduce the share capital subject to the
13. 67(3)(b) To approve any scheme for the purchase
of fully paid up shares in the company or
its holding company, if the purchase of the
shares held by trustees for the benefit of
the employees or such shares held by the
employee of the company.
14. 68(2) To authorise the company to purchase its own
securities.
15. 71 To issue optionally convertible debentures
with an option to convert whole or part of
the debentures into Shares at the time of
redemption.
16. 94 To keep and maintain the registers and the
copies of annual return filed, at any other place
than the registered office.
17. 140 To Remove the auditor before the expiry of his
term after obtaining the previous approval of
the Central Government.
18. 149(1)
Proviso
To approve the appointment of more than
fifteen directors.
19. 149(10) To re-appoint an independent director after
expiry of a term of five consecutive years.
20. 165(2) To specify any lesser number of companies
in which director of the company may act as
director.
21. 180 To exercise the powers mentioned under
Section 180, by the Board of directors with the
prior consent of company.
22. 185 To approve a scheme for loan to be given to a
managing or whole -time director.
23. 186 To approve giving of loan or guarantee or
providing any security or the acquisition of
shares exceeding 60% of paid up capital, free
reserves and securities premium or 100%
of its free reserves and securities premium,
whichever is more.
24. 188 To approve entering into related party contract
or arrangement requiring special resolution
25. 196 To appoint a person as managing director,
whole-time director or manager who has
attained the age of 70 years.
26. 197(4) To approve the remuneration payable to
the directors of a company, including any
managing or whole-time director or manager
27. 210 To resolve that the affairs of the company
should be investigated.
28. 212 To resolve that the affairs of the company
should be investigated by the Serious Fraud
Investigation Office.
FILING OF FORM No. MGT-14 EVEN FOR
THE MATTERS TO BE APPROVED BY THE
BOARD OF DIRECTORS:
As the origin of Form No. MGT-14 lies in Section 117 of the
Companies Act,2013, which mainly requires its filing on passing
the Special Resolution by the company, at the same time, It is
also pertinent to note that due to clause (g) of Section 117 (3), the
statutory requirement of filing Form No. MGT.14 will also arise
whenever the Board of Directors exercise following powers on
behalf of the company by means of resolution passed at meetings
of the Board, pursuant to Section 179(3) of the Act, namely:—
(a) to make calls on shareholders in respect of money unpaid on
their shares;
(b) to authorize buy-back of securities under Section 68;
(c) to issue securities, including debentures, whether in or outside
India;
(d) to borrow monies;
(e) to invest the funds of the company;
(f) to grant loans or give guarantee or provide security in respect
of loans;
(g) to approve financial statement and the Board’s report;
(h) to diversify the business of the company;
(i) to approve amalgamation, merger or reconstruction;
j) to take over a company or acquire a controlling or substantial
stake in another company;
(k) any other matter which may be prescribed,
Apart from the matters mentioned in Clause (a) to (j) of the Section
179(3), the abovementioned Clause (k) of Section 179(3) also
specify that the Board of Directors is required to exercise such
powers as may be prescribed by the Central Government by way
of passing the resolution at its meeting
Further, for the purpose of Section 179(3)(k) of the Act, following
matters has been prescribed by Central Government through
Companies (Meetings of Board and its Powers) Rules, 2014.
Therefore, even for the matters prescribed in the abovementioned
Rules, Form No. MGT-14 shall also be filed with Registrar of
Companies:
(1) to make political contributions;
(2) to appoint or remove key managerial personnel (KMP);
(3) to take note of appointment(s) or removal(s) of one level below
the Key Management Personnel;
(4) to appoint internal auditors and secretarial auditor;
(5) to take note of the disclosure of director’s interest and
shareholding;
(6) 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;
(7) to invite or accept or renew public deposits and related matters;
(8) to review or change the terms and conditions of public deposit;
(9) to approve quarterly, half yearly and annual financial
statements or financial results as the case may be.
Therefore, the scope of filing Form No. MGT.14 has been widened
by including all above mentioned matters.
