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 Decoding MGT-14: When Is It Mandatory and When Is It Not?

The Companies Act, 2013, mandates various compliance requirements to ensure transparency and accountability in corporate governance. Among them, Form MGT-14 plays a crucial role in recording certain resolutions with the Registrar of Companies (ROC). However, many stakeholders often struggle to determine when the filing of MGT-14 is mandatory and when it can be skipped.

This article aims to provide clarity on the provisions governing MGT-14, outlining the resolutions that require mandatory filing and those that do not. Understanding these distinctions will help companies stay compliant while avoiding unnecessary filings.

Resolution MGT 14 filing Requirement Applicable to Public Company Applicable to Private Company
Board Resolutions
Board Resolutions passed under Section 179(3) (a) to make calls on shareholders in respect of money unpaid on their shares;

(b) to authorise buy-back of securities under section 68;

(c) to issue securities, including debenture , 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:

(1) to make political contributions;

(2) to appoint or remove key managerial personnel (KMP);

(3) to appoint internal auditors and secretarial auditor;

Yes Exempted. However, MGT 14 needs to be filed if it is specifically mentioned in Company AOA
Board resolution passed under Section 117(3)( c) (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; Yes Yes
Any other Board Resolution No No
General Meeting (AGM/EGM)
Ordinary Resolution (If meeting held on registered office) No No
Ordinary Resolution (If meeting held through Video Conferencing) Yes Yes
Special Resolution Yes Yes

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