HEAVY PENALTY IS AWAITING IF MGT-14 IS NOT FILED BY COMPANIES

HEAVY PENALTY IS AWAITING IF MGT-14 IS NOT FILED BY COMPANIES

Penalty Payable for non-filing of MGT-14 

Section 117 - In case MGT-14 not  filed with in  30 days  should liable to a penalty .

The Company has to apply for condonation of delay u/s 460 and the Condonation fees and additional fees needs to be paid with the e-form MGT-14.

Company  Rs. 1 lakh + 500/day ( Max 25 lacs)

Officer Rs. 50,000 +500/day ( Max 5 lacs)

Section 117(1) of Company Act, 2013 with Rule 24

Even though , President has given his approval for the above ordinance , it is yet to be notified. 

Resolution or Agreement to be filed: Section 117(1) of Company Act, 2013 with Rule 24 of Companies (Management & Administration) Rule 2014 [w.e.f 01.04.2014]

A copy of every resolution or any agreement in mentioned section 117 (3) together with the explanatory statement under section 102 shall be filed with the Registrar within thirty days of the passing of resolution in Form No. MGT-14 along with Fee.

Name of Resolution or Agreement to be filled: Section 117(3) of Companies Act, 2013

The provisions of this section shall apply to—

1.Special resolutions;

2. Resolutions which have been agreed to by all the members 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. Any resolution of the BOD 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;

4.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;

5. Resolutions passed by a company according consent to the exercise by its BOD of any of the powers under section 180 (1) (a) and 180(1) (c) ;

6. Resolutions requiring a company to be wound up voluntarily passed by member of company in section 304;

7. Resolutions passed by BOD in pursuance of section 179(3); and

8. Any other resolution or agreement as may be prescribed and placed in the public domain

BOARD RESOLUTION LIST FOR WHICH MGT-14 HAS TO BE FILED

S. No.	List Of Board Resolution Required To Be Filed With Roc In Form MGT-14 BY COMPANY OTHER THEN   “PRIVATE LIMITED COMPANY”
1.	To issue securities, including debentures, whether in or outside India. (In case of shares issue of security means issue of Letter of Offer).
2	To Borrow Monies. (Borrow Money from any sources including Director)
3	To invest the funds of the Company. (Also follow provisions of Section 186)
4	To grant loans or give guarantee or provide security in respect of loans. (Also follow provisions of Section 186)
5.	To approve financial statement and the Board’s report.
6	To appoint internal auditors.
7	To appoint Secretarial Auditor.
8	To appoint or remove key managerial personnel (KMP). {KMP includes (MD, WTD, CEO, CFO & CS)}
9	To make Political Contributions.
10	To make calls on shareholders in respect of money unpaid on their shares.
11	To authorize buy-back of securities under section 68.
12	To Diversify the business of the company.
13	To approve Amalgamation, Merger or Reconstruction.
14	Take over a company or Acquire a controlling or substantial stake in another company.

LIST OF SPECIAL RESOLUTION REQUIRED TO BE FILE WITH ROC IN FORM MGT-14

S. No.	Section	List Of Special Resolution Required To Be File With Roc In Form MGT-14
1	Section – 3	Conversion of Private Limited Company into One Person Company.
2	Section – 5	Alteration in AOA of the public limited Company for providing the specified clauses can be altered only if conditions restrictive than those applicable in case of special resolution are met.`
3	Section – 8	For a company registered under Section- 8 to convert itself into a company of any other kind or alteration of its Memorandum or Articles.
4	Section – 12	Change of location of registered office in the same State outside the local limits of the city, town or village where it is situated.
5	Section – 13	Change of registered office from the jurisdiction of one Registrar to that of another Registrar in the same State.
6	Section – 14	Amendment of Articles of a private company for entrenchment of any provisions. (To be agreed to by all members in a private company).
7	Section – 14	Amendment of Articles of a public company for entrenchment of any Provisions.
8	Section – 13	Change in name of the company to be approved by special resolution.
9	Section – 13(8)	A company, which has raised money from public through Prospectus and still has any unutilized amount out of the money so raised, shall not Change its objects for which it raised the money through prospectus unless a special resolution is passed by the company.
10	Section – 27(1)	A company shall not, at any time, vary the terms of a contract referred to in the prospectus or objects for which the prospectus was issued, except subject to the approval of, or except subject to an authority given by the company in general meeting by way of special resolution.
11	Section – 271 (A)	A company may, after passing a special resolution in its general meeting, issue depository receipts in any foreign country in such manner, and subject to such conditions, as may be prescribed. (Section still not applicable).
12	Section – 48(1)	Where a share capital of the company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or by means of a special resolution passed at a separate meeting of the holders of the issued shares of that class.
13	Section – 54	Issue of Sweat Equity Shares.
14	Section – 55	Issue of preference shares.
15	Section – 62 (1) (c)	Private offer of securities requires approval of company by special resolution.
16	Section – 66 (1)	Reduction of Share Capital.
17	Section – 67(3)(b)	Special resolution for approving scheme for the purchase of fully-paid shares for the benefit of employees. EXEMPTED TO PRIVATE LIMITED COMPANY
18	Section – 68 (2)(b)	Buy Back of Shares.
19	Section – 71 (1)	A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption: Provided that the issue of debentures with an option to convert such debentures into shares, wholly or partly, shall be approved by a special resolution passed at a general meeting.
20	Section – 94	Keep registers at any other place in India.
21	Section – 140	Removal of Auditor.
22	Section – 149(10)	Re-appointment of Independent Director.
23	Section – 165(2)	Subject to the provisions of sub-section (1), the members of a company may, by special resolution, specify any lesser number of companies in which a director of the company may act as directors.
24	Section – 180(a)	to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company or where the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings. EXEMPTED TO PRIVATE LIMITED COMPANY
25	Section – 180(b)	To invest otherwise in trust securities the amount of compensation received by it as a result of any merger or amalgamation. EXEMPTED TO PRIVATE LIMITED COMPANY
26	Section – 180(c)	to borrow money, where the money to be borrowed, together with the money already borrowed by the company will exceed aggregate of its paid-up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the Ordinary Course of Business. EXEMPTED TO PRIVATE LIMITED COMPANY
27	Section – 180(d)	To remit, or give time for the repayment of, any debt due from a director. EXEMPTED TO PRIVATE LIMITED COMPANY
28	Section – 185	For approving scheme for giving of loan to MD or WTD.
29	Section – 186	Loan & Investment by company exceeding 60% of paid up share capital or 100% of free reserve.
30	Section – 196	Appointment of a person as Managerial Personnel if, the age of Person is exceeding 70 year.
31	Schedule V	Remuneration to Managerial personnel if, profits of company are Inadequate.
32	Section – 271 (1) (b)	Special Resolution for winding up of the company by Tribunal.
33	Section – 271 (1) (b)	Special Resolution for winding up of company.
34	Rule 7(1) Chapter- I	Conversion of private company into One Person Company.
35	Section- 455	Special resolution is required by the Company for making an application to the Registrar for obtaining the status of Dormant Company.