e-Form MGT-14

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Filing of resolutions and agreements to the Registrar

Law

e-Form MGT-14 is required to be filed pursuant to Section 94(1), 117(1) of the Companies Act, 2013 and Section 192 of the Companies Act, 1956 and rules made thereunder which are reproduced for your reference.

Section 94(1) – Place of keeping and inspection of Registers, Returns, etc.

The registers required to be kept and maintained by a company under section 88 and copies of the annual return filed under section 92 shall be kept at the registered office of the company.
Provided that such registers or copies of return may also be kept at any other place in India in which more than one-tenth of the total number of members entered in the register of members reside, if approved by a special resolution passed at a general meeting of the company and the Registrar has been given a copy of the proposed special resolution in advance.
Provided further that the period for which the registers, returns and records are required to be kept shall be such as may be prescribed.

Section 117 of the Companies Act, 2013

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 30 days of the passing or making thereof in such manner and with such fees as may be prescribed within the time specified under section 403.
Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.

Section 192 of the Companies Act, 1956

A copy of every resolution (together with a copy of the statement of material facts annexed under section 173 to the notice of the meeting in which such resolution has been passed) or agreement to which this section applies shall, within 30 days after the passing or making thereof, be printed or typewritten and duly certified under the signature of an officer of the company and filed with the Registrar who shall record the same.

Purpose of e-Form MGT-14

A company or liquidator has to file with the concerned RoC certain resolutions and agreements. These are to be filed after being passed at the meeting of the Board / Shareholders / Creditors of the company.
The particulars of such resolutions or / and agreement are to be filed through this e-Form. The provisions of Section 94 and 117 are applicable regarding registration of certain resolutions and agreements with RoC.
The e-Form has to be filed with RoC within 30 days of passing of the resolution or of the making of the agreement.

Processing Type

Alteration in memorandum for change in name
Alteration in object clause
Alteration of articles
Change in objects of the company in case company has unutilized amount of money raised through issue of prospectus
Conversion from private to public company
Conversion from public to private company
Investigation into the affairs of the company by Serious Fraud Investigation Office
Issue further shares to persons (whether or not including existing shareholders or employees)
Issue of further shares to employees under a scheme of employees’ stock option
Issue of global depository receipts in any foreign country
Issue of sweat equity shares
To apply to a court to wind- up the company
To request the Government to investigate the affairs of the company and to appoint inspectors
To wind up the company voluntarily

The form will be processed in Non-STP mode for the following purposes and will be processed in STP mode for all other purposes:

ROC Fees

1. Fee for filing e-forms or documents in case of company have share capital

Nominal Share Capital	Fee Applicable Rs.
<1 lakh	200
1 lakh – 5 lakh	300
5 lakh – 25 lakh	400
25 lakh – 100 lakh	500
>100 lakh	600

2. Fee for filing e-forms or documents in case of company not have share capital – Rs 200
3. Additional Fees

Period of delay	Fee Applicable Rs.
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