Guide On Form MGT 14 — Explained

This document covers

1. List of Resolutions in MGT-14
2. List of resolutions to be filed in MGT-14
3. Time Limit for filing MGT-14
4. Fee for filing MGT-14

1. List of Resolutions in MGT-14

The following resolutions needs to be filed in MGT-14

• Ordinary Resolutions: It means a resolution passed by simple majority of votes
• Special Resolutions: It means the resolution is carried out with 75% of valid votes in favour. For passing a special resolution, the intention to propose the resolution as a special resolution should be specified in the notice.

2. List of resolutions to be filed in MGT-14

The following resolutions needs to be filed in MGT-14

• Entrenchment of Articles
• Change of Address of Registered office outside the limit of the city/town/village where the registered office is situated but within the same ROC and State
• Change of Address of registered office resulting in change in ROC within the same state.
• Change of Address of registered office resulting in change in state within the jurisdiction of same ROC or outside the jurisdiction of existing ROC
• Alteration in MOA except in case of change in name, registered office, objects clause or change in authorised share capital
• Alteration in authorised share capital
• Alteration in MOA for change of name
• Alteration in objects clause
• Alteration of Articles
• Conversion of public company to private company
• Conversion of private company to public company
• Conversion of company limited by guarantee into a company limited by shares
• Conversion of Unlimited liability company into a company limited by shares
• Conversion of Unlimited liability company into a company limited by guarantee
• Allotment of Securities
• Approval of scheme for providing financial assistance for purchase of its own shares
• Buyback of shares or specified securities
• Appointment of more than 15 directors
• Reappointment of independent director after a term of 5 consecutive years
• Restricting the number of directorship which can be held by the company’s director
• To fix remuneration payable to directors including Managing Director or Whole Time director or Manager
• Appointment of MD, WTD or Manager
• Agreement relating to appointment, reappointment or renewal of appointment or variation of terms of appointment of a managing director
• Application to Registrar to remove name of company from registrar of companies
• To adopt Table F in Schedule
• Application to Registrar for obtaining the status of Dormant company
• Variation in terms of contract referred to in the prospectus or objects for which the prospectus was issued.
• Registers and returns to be kept at a place other than where registered office is situated
• Removal of Auditor before the expiry of his term
• Resolutions passed in pursuance of exercise of powers of Board of Directors
• Sell, lease or otherwise disposal of whole or substantially the whole of the undertaking
• Moneys to be borrowed including moneys already borrowed exceed sum of paid up capital , free reserves and securities premium.
• Loans to Director or any person in whom director is interested
• Inter corporate loans and investments or guarantee or security in excess of prescribed limits
• Authorisation for related party transactions
• To request the Government to investigate the affairs of the company and to appoint inspectors
• Change in objects of the company in case company has unutilized amount of money raised through issue of prospectus
• Issue of Global Depositary receipts in any Foreign Country.
• Removal of retiring auditor not to be reappointed at Annual General Meeting
• Remit or give time for repayment of any debt due from a director
• Invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation
• Investigation into the affairs of the company by Serious Fraud Investigation office
• Others under Companies Act 2013
• Waiver of amount recoverable from director
• Conversion from Section 8 company to any other kind (before RD approval in INC-18)
• Conversion from Section 8 company to any other kind (after RD approval in INC-18)
• Conversion to Section 8 Company
• Conversion of OPC into Private Company
• Conversion of OPC into Public Company
• Conversion of Private Company into OPC
• Variation of Shareholder Rights
• Reduction of Share Capital
• Acceptance of Deposits from members
• Removal of director before expiry of term
• Loans or investments by company exceeding prescribed limits
• Acquisition by Nidhi Company of another company by purchase of securities or controlling the composition of Board of Directors of any company or entering into any arrangement for the change of its management
• Voluntary Liquidation
• Others under Insolvency and Bankruptcy code

3. Time Limit for filing MGT-14 (Due Date)

The due date for filing MGT 14 is within 30 days from the date of passing the resolution.

4. Fee for filing MGT-14

Every form which is filed with ROC will have Govt fee. The Government fee is as follows

1. Company having Share Capital

   S.No	Authorised Share Capital	MCA fees
   1	Less than 1,00,000	Rs 200
   2	1,00,000 to 4,99,999	Rs 300
   3	5,00,000 to 24,99,999	Rs 400
   4	25,00,000 to 99,99,999	Rs 500
   5	1,00,00,000 or more	Rs 600

2. Company not having share capital – Rs 200

3. Penalty for filing MGT 14 after due date

   S.No	Period of Delay	Penalty
   1	Up to 30 days	2 times of normal fees
   2	More than 30 days and up to 60 days	4 times of normal fees
   3	More than 60 days and up to 90 days	6 times of normal fees
   4	More than 90 days and up to 180 days	10 times of normal fees
   5	More than 180 days	12 times of normal fees