Form MGT 14: Types of Resolutions Under Companies Act, 2013

Introduction: Form MGT 14 stands as a pivotal component of the Companies Act, 2013, aimed at delineating specific decisions made by companies. These decisions, pivotal to the company’s functioning, are mandated to be filed with the Registrar of Companies (ROC) post their official acceptance by the company’s stakeholders. This article dives into the resolutions necessitating Form MGT 14 filing.

What is MGT Form 14?

According to Section 117 (3) of the Companies Act 2013, a copy of each Agreement signed, Resolution adopted, and Explanatory Statement under Section 102 must be filed with the Registrar of Companies India. Firms must also submit these resolutions on MGT 14 Form within 30 days of its passage, together with the required payments. As a result, Form MGT-14 was created under the Companies Act of 2013 to offer a structure for directors to file resolutions enacted at various Board Meetings.

Uasge of Form MGT 14

Form MGT 14 is mostly used to file resolutions. The term “Resolutions” used here refers to the decisions made by the Company’s shareholders, directors, and creditors during various Board Meetings. A liquidator or company must submit details of the decisions and agreements made in such meeting using E-Form MGT 14 to Registrar of Companies in India for the reasons to register Resolutions and Agreements.

List of Resolutions in Form MGT 14

1. Ordinary Resolution

An ordinary resolution must be approved by a simple majority. A resolution is approved if it receives more votes in its favor than votes against it, including the chairman’s optional casting vote. Voting will take place via a show of hands or a poll if a meeting is arranged with less than 21 days’ notice. The regular resolutions usually involve the following matters:

• Information on the public deposits that are accepted.
• Participation in any meeting of creditors.
• The company must modify its name after receiving advice from the Central Government if the name or trademark is too similar to an already existing company name or registered trademark.
• Removal of director before the end of their term in office.
• Corporate representation at company meetings.
• The business must alter its name after receiving assistance from the registrar if it is determined that the name has been obtained by filing incorrect information.
• Dissolution after taking the Company Liquidator’s report into account.
• Any person, besides retiring auditor, can nominate a statutory auditor.
• The authority stated in Section 179(3) clauses (d) to (f) was granted by the board.
• A managing director/full-time director/manager has been appointed.
• Allowing the company’s director, holding, subsidiary, or associate company to participate in non-cash activities.
• The voluntary dissolution of the company due to the expiry of its term or the happening of any event for which the rules provide for the dissolution of the company.
• Entering into a contract with an associated party if the company’s paid-up capital is less than the required amount or the transaction amount exceeds the stipulated amount.

2. Special Resolution

A special resolution is one that is approved by a vote of 75% of the members present and voting, which requires that at least 3 times as many people vote in favor of the resolution as against it, whether by show of hands, poll, in-person vote, or proxy vote. The general meeting notice must include whether a resolution will be presented as a special resolution. In general, the special resolutions cover the following matter:

• Details about the business that needs to be looked at.
• Request to have a name deleted from the register made to the registrar.
• The plan involves the amalgamation of failing businesses with any other business.
• Dissolution of an organization by a tribunal.
• Disposal of the books and records of the Company when the Company is about to be dissolved or has been fully wound up.
• Transfer of the registered office from one state’s city to another.
• Voluntary closure of the business.
• To grant the liquidator the right to accept shares, cash, or other assets as payment for the sale of a property.
• Approval of the legally binding agreement between the creditors of a company that is about to be dissolved.
• Granting the company’s liquidator the right to use specific powers.
• Amendments made to the Memorandum of Association.
• The object will be modified if the funds raised are not used.
• Modification of the articles of association.
• A change to a contract’s conditions or the prospectus’s aims.
• A foreign country’s issuing of depository receipts.
• Modifications to shareholder rights.
• Shares of sweat equity are issued.
• Employees are given stock options.
• A private placement of securities.
• It is possible to get loans or debentures with a share conversion option.
• Share capital is being lowered.
• Employees gain from the purchase or subscription of fully paid shares.
• Details regarding share repurchases.
• The amount of remuneration earned as a result of an amalgamation or merger, or alternatively investing in trust securities.
• Allow time for a director’s obligation to be repaid.
• Plan for directors to borrow money.

Board Meetings

The Board resolution must address problems including section 68 of the Companies Act, 2013 approval for the buyback of securities. In addition, the following issues require attention:

• Issuing securities, such as debentures, in or outside of India.
• Details about obtaining a loan for the organization.
• Financial and board reports are approved.
• To increase business operations.
• Information about company mergers, acquisitions, or fusions.
• Taking over a business or acquiring a controlling share in another.
• Review of the subsidiary’s financial records and other documents.
• Permission to contribute to politics.
• Acceptance of one’s own proposal.
• A managing director may be appointed, reappointed, renewed, or have the terms of their appointment changed.
• Claiming the outstanding balance on the stockholders’ shares.
• The business makes a financial commitment or offers a loan, guarantee, or security.
• Contract/agreement between two or more parties.
• Appointment of key management individuals who work full-time for an organization.
• Appointment of a management or managing director who currently works for another organization.

Summary: Form MGT 14 is an integral creation of the Companies Act, 2013, designed to facilitate the submission of resolutions passed during diverse Board Meetings. Governed by Sections 94 (1) and 117 of the Companies Act, 2013, Form MGT 14 mandates its submission within 30 days of agreement signature or resolution approval. It serves as a structured mechanism to document critical resolutions, thereby ensuring transparency and accountability in corporate decisions.