Summary: Form MGT-14 is a crucial compliance document required by the Registrar of Companies (ROC) in India. Under the Companies Act, 2013, and the Companies (Management and Administration) Rules, 2014, this form is used to file resolutions and agreements that affect the company’s governance, ensuring transparency. It replaces the erstwhile Form 23 under the Companies Act, 1956. MGT-14 must be filed within 30 days of passing resolutions such as special resolutions, changes to managing director appointments, and other significant decisions like mergers or financial transactions. This form is mandatory for various scenarios outlined in Section 117(1) and Section 179(3) of the Companies Act, 2013. While it applies to both private and public companies, private companies have fewer requirements. Non-filing or late filing of MGT-14 incurs penalties, which vary depending on the delay and nature of the default. Filing MGT-14 is crucial for maintaining compliance and transparency in corporate governance.
Those dealing with ROC (Registrar of Companies)/MCA (Ministry of Corporate Affairs) matters might have observed that among all the various forms (like DIR-12, AOC-4, MGT-7, MGT-14 etc) filed with ROC, MGT-14 is the most commonly form required to be filed.
In this article we will discuss:
- What is the purpose of filing MGT-14 form,
- What are the circumstances in which this form is required to be filed,
- Due date of filing MGT-14, fees for filing and penalty for late/non filing
1) What is the purpose of filing MGT-14 form
“MGT” is an abbreviation of “Management”. So, all the MGT series forms like MGT-1 to MGT-15 is related to management of the company and these forms are prescribed under Companies (Management and Administration Rules), 2014.
The below is the summary of various forms of MGT series prescribed under Companies (Management and Administration Rules), 2014
| Form No | Form Type | Description of form | Relevant Section | Relevant Section |
| MGT- 1 | Physical Form | Register of members | 88(1)(a) | 3(1) |
| MGT- 2 | Physical Form | Register of Debenture Holders or Any Other Security Holders | 88(1)(b) &(C) | 4 |
| MGT- 3 | e-Form | Notice of situation or the change of situation or discontinuation of situation, of place where foreign register shall be kept | 88(4) | 7(2) |
| MGT- 4 | Physical Form | Declaration by the registered owner of shares who does not hold the beneficial interest in such shares. | 89(1) | 9(1) |
| MGT- 5 | Physical Form | Declaration by the beneficial owner who holds or acquires beneficial interest in shares but whose name is not entered in the register of members | 89(2) & (3) | 9(2) |
| MGT- 6 | e-Form | Declaration to the Registrar regarding persons whose name is in the register of members as a shareholder, but they do not hold any beneficial interest in such shares | 89(6) | 9(3) |
| MGT- 7 | e-Form | Annual return (other than OPCs and Small Companies) | 92(1) | 11(1) |
| MGT- 7A | e-Form | Abridged Annual return for OPCs and Small Companies | 92(1) | 11(1) |
| MGT- 8 | Physical Form | Certification given on a company’s annual return by a practising company secretary | 92(2) | 11(2) |
| MGT- 9 | e-Form | Extract of the annual return | 92(3) | 12(1) |
| MGT- 10 | e-Form | Deleted | – | – |
| MGT- 11 | Physical Form | Proxy Form | 105(6) | 19(3) |
| MGT- 12 | Physical Form | Polling paper | 109(5) | 21(1)(C) |
| MGT- 13 | Physical Form | Scrutinizer’s report to the Chairman pertaining to the poll of the meeting | 109 | 21(2) |
| MGT- 14 | e-Form | Filing of company resolutions and agreements with the Registrar | 117(1) | 24 |
| MGT- 15 | e-Form | Form for filing report on the Annual General meeting | 121(1) | 31(2) |
Form MGT-14 is not a new concept. Similar details were required to be filed in erstwhile Companies Act 1956 under “Form No 23”.
A company holds various Board meetings during a year to take decision on various matters. Some of the matters may likely to affect the decision of users of financial statement (like investors, creditors, customers etc).
In order to keep them informed, companies (whether listed or not listed) are required to file MGT-14. In addition to filing MGT-14, listed companies are required to inform Stock exchange about the matters covered under SEBI LODR (Listing Obligations and Disclosure Requirements).
So, we can say that primary purpose of filing MGT-14 is to bring transparency in Governance of the company.
2) What are the circumstances in which this form is required to be filed
As we understand the purpose of filing MGT-14 is to bring transparency. Now a question arises whether a company is required to file all decisions/ resolutions with ROC after every Board meeting/ General Meeting.
The answer is NO, since filing of so many forms will unnecessarily increase compliance cost and is undesirable (However, MCA system does not validate whether a resolution filed is mandatory or voluntary in nature and accept all resolution).
Companies Act 2013 and Rules made thereunder has provided an exhaustive (finite) list of items for which Form MGT-14 is required to be filed. They are mentioned at the top of e-form as below:
As we can see this MGT-14 is required to be filed for cases covered under Section 117(1) of companies Act 2013 and Rule 24 of The Companies (Management and Administration Rules), 2014.
Let’s examine the requirement of Section 117(1) and Rule 24.
Rule 24 of The Companies (Management and Administration Rules), 2014 states as follows:
| Rule 24 of The Companies (Management and Administration Rules), 2014 : “A copy of every resolution or any agreement required to be filed, together with the explanatory statement under section 102, if any, shall be filed with the Registrar in Form No. MGT-14 along with the fee.” |
So primarily Rule 24 does not prescribe any circumstance under which form MGT-14 is required to be filed. It simply mentions that that every resolution or agreement required to be filed will be filed in form MGT-14.
Let’s have a look at requirement of section 117(1) of Companies Act 2013.
| Section 117(1) states “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 and with such fees as may be prescribed.” |
From the above reading we understand that section 117(1) directly does not mention any circumstances under which MGT-14 is required to be filed, rather make reference to section 117(3).
Section 117(3) mentions as below:
| Section 173(3) states “The provisions of this section shall apply to—
(a) special resolutions; (b) resolutions which have been agreed to by all the member 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) deleted (f) resolutions requiring a company to be wound up voluntarily passed in pursuance of section 59 of the Insolvency and Bankruptcy Code, 2016; (g) resolutions passed in pursuance of sub-section (3) of section 179; Provided that no person shall be entitled under section 399 to inspect or obtain copies of such resolutions; Provided further that nothing contained in this clause shall apply in respect of a resolution passed to grant loans, or give guarantee or provide security in respect of loans under clause (f) of sub-section (3) of section 179 in the ordinary course of its business by,— (a) a banking company; (b) any class of non-banking financial company registered under Chapter IIIB of the Reserve Bank of India Act, 1934, as may be prescribed in consultation with the Reserve Bank of India; (c) any class of housing finance company registered under the National Housing Bank Act, 1987, as may be prescribed in consultation with the National Housing Bank; and (h) any other resolution or agreement as may be prescribed and placed in the public domain. |
From the above reading of Section 117(3) we observe that it prescribes certain circumstances like special resolutions, appointment and variation in terms of Managing Director and clause “g” mentions about the matters referred to in section 179(3).
It may be noted that section 117(3)(g) is not applicable for Private Companies (Via Notification No GSR 464(E) dated 05.06.2015. Hence private companies are required to file MGT-14 only for the specified circumstances of Section 117(3) (a to f and h).
Section 179(3) provides as follows:
| Section 179(3)- The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:—
(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 |
From the above reading of Section 117(3) we observe that it prescribes various circumstances (not applicable for private companies) for which MGT-14 is required to be filed. In addition to this clause “k” mentions about other matter as may be prescribed.
Rule 8 of Companies (Meeting of Board and its Power) Rules 2014 provides as follows:
| Rule 8 of Companies (Meeting of Board and its Power) Rules 2014.
Powers of Board.- In addition to the powers specified under sub-section (3) of section 179 of the Act, the following powers shall also be exercised by the Board of Directors only by means of resolutions passed at meetings of the Board.- (1) to make political contributions; (2) to appoint or remove key managerial personnel (KMP); (3) deleted (4) to appoint internal auditors and secretarial auditor; (5) to (9) – deleted |
So, on combined reading of
- Rule 24 of The Companies (Management and Administration Rules), 2014,
- 117(1) of Companies Act 2013,
- 117(3) of Companies Act 2013,
- 179(3) of Companies Act 2013 and
- Rule of 8 Companies (Meeting of Board and its Power) Rules 2014
we can summarise the applicability of MGT-14 under following 3 categories:
Case A) For all Companies including Private Companies
Case B) For all Companies other than Private Companies
Case C) Special Resolution Cases
| Case A) For all Companies including Private Companies | ||
| S.N | Section | Matter for resolution |
| 1 | 117(3)(a) | Special resolutions (Case “C” contains details of the same) |
| 2 | 117(3)(b) | Resolutions which have been agreed to by all the member 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 |
| 3 | 117(3)(c) | Board Resolution 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 |
| 4 | 117(3)(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; |
| 5 | 117(3)(d) | Resolutions or agreements which effectively bind all the class of members though not agreed to by all those class members |
| 6 | 117(3)(f) | Resolutions requiring a company to be wound up voluntarily passed in pursuance of section 59 of the Insolvency and Bankruptcy Code, 2016 |
–
| Case B) For all Companies other than Private Companies | ||
| S.N | Section | Matter for resolution |
| 1 | 117(3)(g) read with 179(3)(a) | to make calls on shareholders in respect of money unpaid on their shares |
| 2 | 117(3)(g) read with 179(3)(b) | to authorise buy-back of securities under section 68 |
| 3 | 117(3)(g) read with 179(3)(c) | to issue securities, including debenture , whether in or outside India |
| 4 | 117(3)(g) read with 179(3)(d) | to borrow monies |
| 5 | 117(3)(g) read with 179(3)(e) | to invest the funds of the company |
| 6 | 117(3)(g) read with 179(3)(f) | to grant loans or give guarantee or provide security in respect of loans |
| 7 | 117(3)(g) read with 179(3)(g) | to approve financial statement (Annual accounts only) (since the act use the word ‘statement’ and not ‘result’. Financial statements are Annually and Results are quarterly. Beside it the section uses the term Financial Statement and Board’s Report. Since there is use of term “and” and Board’s Report is annually so MGT-14 applicable only for Annual accounts) |
| 8 | 117(3)(g) read with 179(3)(g) | to approve Board’s report (i.e Directors’ Report for AGM) |
| 9 | 117(3)(g) read with 179(3)(h) | to diversify the business of the company |
| 10 | 117(3)(g) read with 179(3)(i) | to approve amalgamation, merger or reconstruction |
| 11 | 117(3)(g) read with 179(3)(j) | to take over a company or acquire a controlling or substantial stake in another company |
| 12 | 117(3)(g) read with 179(3)(k) & Rule 8(1) of Companies (Meeting of Board and its Power) Rules 2014 | to make political contributions |
| 13 | 117(3)(g) read with 179(3)(k) & Rule 8(2) of Companies (Meeting of Board and its Power) Rules 2014 | to appoint or remove key managerial personnel (KMP) |
| 14 | 117(3)(g) read with 179(3)(k) & Rule 8(4) of Companies (Meeting of Board and its Power) Rules 2014 | to appoint internal auditors and secretarial auditor |
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| Case C) Special Resolution Cases | ||
| S.N | Section | Matter for resolution |
| 1 | Sec 5 (4) | Amendment of Articles of Association to incorporate entrenchment provisions in case of a public company. However, in case of Private Company approval of all members is required |
| 2 | Sec 8 read with Rule 21 of Companies (incorporation) rules, 2014 | Conversion of section 8 company into company of another kind |
| 3 | Sec 12 (5) | Shifting of registered offices outside local limits of town/city/village |
| 4 | Sec 13(1) | For alteration of MoA of the company |
| 5 | Sec 13(2) | Changing name of company |
| 6 | Sec 13(8) | Change of Objects |
| 7 | Sec 14(1) | Alter articles to (a) convert private company to public company (b) convert public company to private company |
| 8 | Sec 18 r/w r. 7 of Companies (Incorporation) Rules, 2014 | Conversion of a Private Company into one person Company |
| 9 | Sec 27(1) | Variation in contract or object in prospectus |
| 10 | Sec 41 | Issue of GDRs |
| 11 | Sec. 42 r/w r. 14(2)(a) of Companies (Prospectus and Allotment of Securities) Rules, 2014 | Private placement of Securities |
| 12 | Sec 48(1) | Variation of rights attached to classes of shareholders |
| 13 | Sec 54(1) | Issue of sweat equity shares |
| 14 | Sec 55 r/w r. 9 of Companies ( Share Capital and Debentures) Rules, 2014 | Issue of Preference shares |
| 15 | Sec 62(1)(b) | Issue of shares to employees under employee stock option scheme (for public companies) |
| 16 | Sec 62(1)(c) | Issue of shares on preferential basis |
| 17 | Sec 62(3) | Issue of debentures of loans with option of being converted into equity |
| 18 | Sec 63 | Issue of Bonus Shares |
| 19 | Sec 66 | For reduction of share capital |
| 20 | Sec 67 | Authorisation for provision of Money for Buy-back of own shares by employees or by trustees for the benefit of the employees |
| 21 | Sec 68(2)(b) | Buyback of share capital |
| 22 | Sec 71(1) | For issuing Debenture convertible into share, wholly or partly. |
| 23 | Sec 76 | Consent by shareholders of Public Company for invitation to the public for acceptance of Deposits. |
| 24 | Sec 94 | Keeping of member’s registers and annual return at place other than registered office |
| 25 | Sec 139(9)(c) | Appointment of auditor (other than retiring auditor ) or passing resolution that retiring auditor will not be re-appointed |
| 26 | Sec 140 | Removal of auditor (subject to Central Government approval) |
| 27 | Sec 149(1) | Appointing more than 15 directors |
| 28 | Sec 149(10) | Re-appointment of independent director after a term of five years |
| 29 | Sec 165(2) | Reduce the number of companies in which a director of the company can hold directorships |
| 30 | Sec 169 | Removal of Independent director re-appointed for second term as per Sec 149(10) |
| 31 | Sec 180(1) | Restrictions on power of the Board. (Not applicable to private companies) |
| 32 | Sec 185(2) | Authorising giving of loan to a director by passing a special resolution. |
| 33 | Sec 186(3) | Approval of loan & investments beyond specified limits |
| 34 | Sec 196 | Approval for appointment of MD/WTD/Manager of over 70 years |
| 35 | Sec 197(4) | Approval of remuneration of directors in excess of limits specified in schedule V and with Central Government approval |
| 36 | Sec 210(1)(b) and 212 (1)(b) | Intimation for affairs of the company ought to be investigated |
| 37 | Sec 248(2) | Application for removal of name of company from Register of Companies |
| 38 | Sec 271 (a) | Winding up by Tribunal |
| 39 | Sec 371(3)(a) | Resolution to adopt table F in schedule I for companies registered under Part XXI |
| 40 | Sec 455 r/w r. 3 of Companies (Miscellaneous) Rules, 2014 | Approval for obtaining status of a Dormant Company |
3) Due date of filing MGT-14, fees for filing and penalty for late/non filing
Due date of filing MGT-14 is provided in section 117(1). It provides that MGT-14 is required to be filed within 30 days (certain relaxation for IFSC companies) of the passing of resolution or making of agreement.
The fee for filing MGT-14 is prescribed in the Companies (Registration offices and fees) Rules, 2014 as below:
| Fee for filing e-Forms in case of company have share capital | |
| Nominal Share Capital | Fee Applicable |
| Less than 1,00,000 | Rupees 200 |
| 1,00,000 to 4,99,999 | Rupees 300 |
| 5,00,000 to 24,99,999 | Rupees 400 |
| 25,00,000 to 99,99,999 | Rupees 500 |
| 1,00,00,000 or more | Rupees 600 |
–
| Fee for filing e-Forms in case of company not having share capital |
| Rupees 200 |
–
| Additional fee rules for delay in filing | |
| Period of delays | Fee applicable |
| Up to 30 days | 2 times of normal fees |
| More than 30 days and up to 60 days | 4 times of normal fees |
| More than 60 days and up to 90 days | 6 times of normal fees |
| More than 90 days and up to 180 days | 10 times of normal fees |
| More than 180 days | 12 times of normal fees |
The penalty for delay / non-filing of MGT-14 is provided in section 117(2). It provides penalty as follows:
| Defaulting Party | Penalty |
| Company | Minimum: Rs 10,000 and in case of continuing failure with further penalty of Rs 100 for each day Maximum: Rs 2 lakh |
| Every Officer in Default (Including the Liquidator of the Company) | Minimum: Rs 10,000 and in case of continuing failure with further penalty of Rs 100 for each day Maximum: Rs 50,000 |
Summary:
By going through the above provisions, we can conclude that filing of MGT-14 may get triggered for many events. In many cases companies misses to file this form on timely basis (since this form is event based and it may not be practically possible to memorise all these events) and has to pay additional fees.
In order to ensure timely compliance of filing of MGT-14, companies should analyse all the resolutions put before Board meeting and general meeting and check for applicability of filing of MGT-14. Thereby the compliance cost may be reduced to a large extent.
Beside it all the applicable resolutions passed in a meeting can be filed in a single MGT-14 form (i.e no separate MGT-14 for each resolution). However, a company has to file separate MGT-14 for resolutions passed in different meeting.
For example: a Board meeting is held on 15.01.2024 in which 3 resolutions requires filling of MGT-14. The company may file a single MGT-14 for all these 3 resolutions. However if company held one Board meeting on 15.01.2024 and another on 20.01.2024 and both the meetings have some resolutions for which MGT-14 is required to be filed, then separate MGT-14 is required to be filed for meeting held on 15.01.2024 and 20.01.2024 respectively.
Hope readers will find this article useful.
Also Read:
1. Events where e-form MGT-14 to be Filed
2. Form MGT 14: Types of Resolutions Under Companies Act, 2013
3. List of Resolutions to Be Filed in Form MGT-14
4. List of Resolution Required to be Filed with ROC in Form MGT-14
5. Consequences of filing e-Form MGT-14 after 30 Days
6. MCA Penalizes Delayed MGT-14 & Form PAS-3 Filing in Private Placement
7. Filing of e-form MGT-14 for certain Resolutions
8. Process-Compounding of delay In filing Resolution in Form MGT 14
9. Have You filed form MGT-14 with ROC for Board Resolution approving Financial Statements?
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