Concept and the Procedure for Filing E-Form MGT-14

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Running a business or company isn’t any cakewalk. To run a business successfully, the right decisions have to be taken at the right time. As such, whether it be a small or well-established business, new decisions and choices have to be made now and then for the successful execution of the plans and strategies. All the companies have to be registered with the government and so, any new changes and decisions that are taken for the company also have to be informed and filed. The decisions so taken are called resolutions. While for the minor resolutions they need not be filed, but for some special and important ones the form has to be filed. This is where the role of MCA Form MGT-14 comes into play.

Concept and the Procedure for Filing E-Form MGT-14

Understanding Form MGT-14

Form MGT-14 was introduced in the Companies Act 2013. The purpose was that certain resolutions need to be filed with the Registrar of Companies, after the passing of the same at a Board meeting or the one held by Shareholders/Creditors of the company.

As per Section 117(3), a copy of every resolution or any agreement, together with the explanatory statement under Section 102, must be filed with the Registrar within thirty days of the passing of the resolution. The prescribed Format is Form No. MGT-14. And a fee needs to be paid, as required.

Time period for filing the form MGT-14

One approved and decided by the board members, the resolution has to be mandatorily filed with the RoC within 30 days of the decision.

Laws Regulating MGT-14

The laws regulating MGT 14 Form are as follows:

  • Section 94(1) of the Companies Act 2013; and
  • Section 117 of the Companies Act 2013;

Types of resolutions

There are three types of resolutions are these include –

  • Ordinary resolution – Under this type of resolution, the approval must be given by at least 50 per cent of the board members, and also a majority of the shareholders must agree to pass this type of resolution.
  • Special resolutions – Under this type of resolution, approval must be given by at least 75 per cent of the board members. This resolution is used for some special purposes and extraordinary decisions that are not possible to be taken otherwise.
  • Written resolutions – Under this type of resolution, approval must be given by at least 75 per cent of the board members and is also required to be signed by all the members or shareholders.

Further, it is significant to mention that for all the Board Resolutions, Annexure A has to be filed. Whereas, the filing of Annexure B is required for all the Special Resolutions and Annexure C is required for all the Ordinary Resolutions, respectively.

Documents to be submitted with MGT-14

While filling the form, the list of documents that have to be submitted along with it includes the following:

  • A copy of the agreement/resolution so passed regarding which the form is being filed.
  • The explanatory statement, basically a statement containing all the details of the resolution.
  • In case, any article alters or changes the effect on the company, and is by the resolution, then, a copy of the article must also be attached and pasted with the agreement or the resolution.

Details included in the MCA form MGT-14

The content that is included in the form MGT-14 include the following:

  • CIN (Corporate Identification Number)
  • Details of the company including the name, address of the office and email id, and other contact details if required.
  • The details of the document to be registered, that is, the resolution Agreement.
  • Dispatch date of the resolution.
  • Passing date of the resolution.
  • The number of resolutions.
  • Additionally, the details regarding the resolution also have to be provided, which include the purpose, subject matter and the authority under which the resolution is being passed.
  • In case, the company has to be winded up, the details regarding the same must be provided in a detailed manner.

Procedure of Filling MCA Form MGT-14

Following are the steps included in the process of filing MCA Form MGT-14 –

  • First and foremost step is to visit the MCA (Ministry of Corporate Affairs) official website
  • Now, in the next step, the concerned applicant is required to Login in his or her MCA account by using the credentials provided
  • Now, select the option saying “Upload E-forms.”
  • After clicking on the option Upload E-forms, the applicant is now required to click on the option saying “Normal Forms” and then click on the option saying “Browse” to upload the saved form MGT-14
  • Once the Form MGT-14 is uploaded successfully, then the SRN (Service Request Number) will be generated automatically. The applicant concerned is required to save the allotted SRN in order to make the payment of the form fees. 
  • Lastly, the form submitted will be processed after the payment of form fees is made.

Concept of Straight Through Processing

STP or Straight Through Processing is a modern day practice that ensures that the forms uploaded are confirmed, processed, cleared, and settled in a shorter duration, cost-effective manner, and with few errors.

Besides the benefits mentioned above, STP provides Flexible and Cost-effective Infrastructure as well. These benefits not only enable e-business expansion by real time processing but access to enterprise data as well. 

Fees for Filing E-form MGT 14

The fees for filing MCA form MGT 14 can be summarised as:

  • Rs 200 per document if the Share Capital is below Rs 1 lakh;
  • Rs 300 per document if the Share Capital is between Rs 1 lakh to 4.99 lakhs;
  • Rs 400 per document if the Share Capital is between Rs 4.99 lakhs to 25.99 lakhs;
  • Rs 500 per document if the Share Capital is between Rs 25.99 lakhs to 99.99 lakhs;
  • Rs 600 per document if the Share Capital is Rs 1 crore or above;

Penalty for Not Filing MCA E-form MGT 14

As per the latest provisions after implementation of Companies Ordinance, 2018 i.e. 2nd November 2018.

A. If a Company fails to file e-form MGT-14 within  the stipulated 30 days:

Then, as per the amendment of Companies Ordinance, 2018, the ROC has powers of Adjudication. So the ROC can impose a penalty on the Company and Officer, in default. ROC, after filing of the form, can, directly, send a notice for payment of penalty without any application.

B. Failure to file form MGT-14 within i.e. 300 days from the date of passing of the resolution:

  • In such case, the Company will not able to file form MGT-14. As the MGT-14 needs SRN of INC-28.
  • INC-28 can be filed only after receiving the order of Condonation.

Power assigning the Condonation rests with the Ministry of Corporate Affairs.

  • The penalty under Section 117(3) of Companies Act, 2013

The Company is liable to pay a penalty of Rs. 1 lakh and a further penalty of Rs 500 per day, for the duration which such failure continues, subject to a maximum of Rs. 25 lakh,

The Officer, in default, including liquidator of the company, if any, shall be liable to pay Rs. 50,000 and a further penalty of Rs 500 per day, for the duration which such failure continues, subject to a maximum of Rs. 5 lakh.

Final words

Form MGT-14 was introduced under the Companies Act 2013 for providing a basis to the directors for filing the resolutions passed as at various Board Meetings. This form is regulated by section 94 (1) and 117 of the Companies Act 2013.

Further, a company needs to file Form MGT 14 within 30 days from the passing of the resolution or signing of the agreement.

In case of any confusion and dilemma, reach out to Legal Window, our experts will assist you in getting a clear understanding of the concept of MGT 14.

CS Urvashi Jain is an associate member of the Institute of Company Secretaries of India. Her expertise, inter-alia, is in regulatory approvals, licenses, registrations for any organization set up in India. She posse’s good exposure to compliance management system, legal due diligence, drafting and vetting of various legal agreements. She has good command in drafting manuals, blogs, guides, interpretations and providing opinions on the different core areas of companies act, intellectual properties and taxation.

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