In this quick marathon
we will understand all possible cases where filling of MGT-14 is
required.
In companies act 2013, there are number of cases mentioned where
filling of MGT-14 is required. However few exemptions are given in certain
cases where filling of MGT-14 is not nesseccary.
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| MGT 14 |
Let's start.
CATEGORIES OF RESOLUTION DIVIDED IN 3 PARTS
AS PER THEIR NATURE
As per section 179(3) and rule 8 of Meeting of board and its power
2014, and section 117 of companies act 2013. These are following cases where
filling of MGT-14 is required. However
private companies are exempted to file MGT-14 for Annexure A matters
which are passed in board meeting.
1. For Board Resolution (Annexure A)
2. For Special Resolution (Annexure B)
3. Ordinary Resolutions (Annexure C)
Annexure A
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 the other company
Annexure-B
1. For companies registered under Section 8 for converting itself
into a company of another kind or alteration of its MOA or AOA.
2. Change of location of registered office in the same State, but
outside the local limits of the city, town or village where it is currently
situated.
3. Change of registered office from the jurisdiction of one
registrar to another in the same sate.
4. Amendment of Articles of a private limited company for
entrenchment of any provisions. This must be consented by all the members of a
private company.
5. Amendment of Articles of a public company for entrenchment of
any Provisions.
6. Modification in name of the company to be sanctioned by a
special resolution.
7. If a company has raised funds from the public through issue of
a prospectus, and the money so raised remains unutilized, the company is not
entitled to change the object for which the money was raised, except by passing
a special resolution.
8. A company is not authorized to modify the terms of a contract
referred to in the prospectus or objects for which the prospectus was issued,
except on the approval of the concerned authority.
9. A company is entitled to pass a special resolution in its
general meeting, issue depository receipts in any foreign country in the specified
manner, in compliance with the pertinent conditions.
10. If a shared capital of the company is classified into various
classes of shares, the rights attached to the shares of any class may be
modified with the written consent of the authorized shareholders; or through a
special resolution passed at a meeting of the shareholders of the issued shares
of that class.
11. Private offer of companies needs the consent of the company by
a special resolution.
12. Issue of ‘Sweat Equity Shares”.
13. Reduction of share capital.
14. Special resolution for endorsing scheme for the purchase of
fully-paid shares for the welfare of the employees.
15. Buy back of shares.
16.A company is authorized to issue debentures with an option of
converting these debentures into shares, either wholly or partly during the
stage of redemption; on the condition that the operation is sanctioned by a
special resolution passed at the general meeting.
17. Maintain registers at any other Indian locality.
18. Re-appointment of Independent Director.
19. The members of a company are empowered to specify any lesser
number of companies in which the directors of the company may act as directors.
The specification can only be done after the process of approval through a
special resolution.
20. To sell, lease or dispose the whole or the majority of the
undertakings of the company.
21. To invest the compensations received by the company due to any
merger or amalgamation in trust securities.
22. To borrow money, where the prospective borrow-able amount, as
well as the money previously borrowed by the company exceeds the aggregate of
its paid-up share capital and free reserves, barring the temporary loans
obtained from the company’s bankers in the normal course of business.
23. To remit, or grant time for the repayment of any debt owed by
the director.
24. To approve scheme for providing loans to MD or WTD.
25. Loan and investment by company which is above 60% of paid up
share capital or 100% of free reserve,
26. Recruitment of a person as Managerial Personnel, given that
his/her age is above 70 years.
27. Remuneration to managerial personnel on the event of
insufficient profits.
28. Special resolution for closure of the company by Tribunal
29. Special resolution for closure of the company.
30. Conversion of a private limited company into a One Person
Company.
Annexure-C
In no case
of ordinary resolution MGT-14 shall be filled.
Time Frame For MGT-14
Before
Amendment: within 30 days from the date of passing resolution. If not file
within stipulated time in that case extension of 270 was allowed under section
403 of companies act 2013.
After
Amendment: In companies Amendment Act 2017, only 30 days days are
allowed for filling fhe same. However if failed to file within stipulated time
it shall be punishable under the section.
CRUX: In any case company has only 30 days to
file, if company pays thereafter it shall be penalize.
Posted by LAWgicAL Arush
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