Filing of Resolutions and agreements to the Registrar
- eForm 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
- 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 eForm.
- The provisions of Section 94 and 117 are applicable regarding registration of certain resolutions and agreements with RoC. The eForm has to be filed with RoC within 30 days of passing of the resolution or of the making of the agreement.
- You can file this eForm with different event dates in respect of date of passing of resolution(s), date of passing of postal ballot resolution(s) and date of agreement if these dates are within 30 days of the filing date. If any of the date(s) are beyond 30 days, then separate form is to be filed for every such event date.
- In case date of passing of resolution or postal ballot resolution or date of agreement made is not within 300 days from the filing date then it shall be mandatory to enter the SRN of Form INC-28/Old Form 21 filed for condonation of delay. In such case, additional fees as applicable shall continue to be calculated.
- In case date of passing of resolution or postal ballot resolution is not within 30 days from the filing date and the purpose selected in any of the blocks is “Alteration in object clause” then it shall be mandatory to enter the SRN of Form INC-28/old Form 21 filed for condonation of delay
- Select the applicable purpose(s) for which the eForm is being filed.
- Enter the date of dispatch of notice and date of passing of resolution(s).
- In case of Postal ballot resolution(s) under section 110, enter the date of dispatch of notice and date of passing of postal ballot resolution(s).
- Enter the total number of resolution(s) (including postal ballot resolution(s)) for which the form is being filed. (Based on the number entered here, number of blocks shall be displayed for entering the details).Details of maximum ten resolutions and postal ballot resolutions can be provided through this eForm.
- If any resolution is linked with any other form such as change of name, conversion etc. company should file separate form MGT-14 of such resolutions.
- The details of any more resolution can be provided as an optional attachment.
- Enter the details of the resolution passed. Select the purpose of passing the resolution. Based on the purpose, system shall automatically display the section of the Companies Act, 1956 under which resolution is passed.
- Ensure that you select the correct purpose as the processing by the RoC office shall be dependent upon the same.
- In case of listed company, mention whether resolution is passed by postal ballot. Select the authority passing or agreeing to the resolution and the type of resolution.
- Enter the section of the Companies Act, 2013 under which resolution is passed.
- In case any of the resolution(s) is passed for alteration in object clause, select whether there is any change in industrial activity of the company. If yes, based on the altered main objects of the company, please enter the main division of industrial activity as per National Industrial Classification (NIC)-2004
- In case any of the resolution(s) is passed for voluntary winding up under section 304, enter the details of winding up.
- Select the mode of winding up. System shall display the date of commencement of winding up as the date of passing of the resolution entered in the form. Enter the number of liquidator(s). Enter the income-tax PAN, name and address of the liquidator(s). Details of maximum two liquidators can be provided through this eForm. The details of any more liquidators can be provided as an optional attachment. Ensure that you enter the correct winding up details, as upon approval of this eForm, the status of the company shall be changed to ‘Under Liquidation’ and the winding up details shall be updated in the system. Please note that status of the company shall not be changed to ‘Under Liquidation’ unless all pending eForms in respect of the company are closed in the system.
- Enter the details of the agreement entered into by the company. Details of only one agreement can be provided through this eForm. Please note that for each agreement separate eForm MGT-14 is required to be filed. Select the purpose of entering into the agreement. Based on the purpose, system shall automatically display the section of the Companies Act, 2013 under which agreement is made.
- In case any of the resolution(s) is passed for alteration in object clause, and there is delay in filing of the form, this form cannot be filed unless eForm INC-28 for condonation of the delay has been filed. In such case, enter the service request number (SRN) of eForm INC-28 filed for condonation of delay.
- Certified true copy of resolution(s) along with copy of explanatory statement under section 102 (Mandatory in case resolution or postal ballot is selected at serial no 3).
- Altered memorandum of association (Mandatory in case any change in MOA).
- Altered articles of association (Mandatory in case of any change in AOA).
- Copy of agreement (Mandatory in case agreement is selected at serial no 3).
- Certificate field should be described Certificate of registration of the Special Resolution confirming Alteration of Object Clause(s) shall be generated in case purpose selected in any of the blocks for details of resolution is ‘Alteration in object clause’. New CIN shall be displayed in the certificate of registration of the special resolution confirming alteration of object clause(s) in case industrial activity has been entered in the eForm.
In case of Indian company having 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|
In case of Indian company not having share capital
Please note: I welcome your comments and feedback. This blog post is not a professional advice. Readers may share this post on social media by using buttons given here.