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 |