Introduction
Under Section 117 of the Companies Act, 2013, companies are required to file Form MGT-14 with the Registrar of Companies (ROC) to intimate certain resolutions or agreements passed by the Board of Directors or Members. This filing ensures transparency and legal compliance by making important corporate decisions a matter of public record.
Form MGT-14 must be filed within 30 days from the date of passing the resolution or entering into the agreement, except where specific exemptions apply.
This table consolidates the key resolutions/agreements requiring filing, their legal provisions, trigger points, exemptions based on MCA Circulars and Rules, and important notes to assist company secretaries, compliance professionals, and businesses in timely compliance.
Table: MGT-14 Filing Requirements — Sections, Trigger Points, and Exemptions
| Section(s) & Rule Reference | Resolution / Agreement Type | Trigger Point for Filing | Is Filing Mandatory? | Exemptions / Notes / Circular Reference |
|---|---|---|---|---|
| Section 117(1) & 117(3) | All resolutions or agreements requiring filing under the Act | Upon passing the resolution or entering agreement | ✅ Yes | File within 30 days of passing |
| Section 179(3) | Board resolutions on powers listed under Section 179(3) | When Board passes the resolution | ✅ Yes | Except loans, guarantees, securities given in ordinary course of business (Rule 8, MCA Circular 05/2022 dated 19-May-2022) |
| Section 179(3)(f) | Approval of loans, guarantees, providing securities by the company | Board approval of such transactions | ⚠️ Conditional | Exempt if in ordinary course of business per MCA Circular 05/2022 |
| Section 196, 197 & 203 | Appointment, reappointment, renewal, or modification of Managing Director / Whole-Time Directors / Key Managerial Personnel | Upon passing Board resolution | ✅ Yes | No exemptions |
| Section 68 | Buy-back of shares | Passing special resolution approving buy-back | ✅ Yes | No exemptions |
| Section 13 & 14 | Alteration of Memorandum of Association (MOA) or Articles of Association (AOA) | Passing special resolution | ✅ Yes | No exemptions |
| Section 230 & 232 | Approval of schemes of amalgamation, merger, demerger, or arrangement | Upon approval of scheme by the company | ✅ Yes | No exemptions |
| Section 59 of IBC 2016 | Resolutions for winding up under Insolvency and Bankruptcy Code | Passing winding up resolution | ✅ Yes | No exemptions |
| Section 62(1)(c) | Issuance of securities by private placement | When resolution approving private placement is passed | ✅ Yes | No exemptions |
| Section 179(3)(b) | Borrowing money exceeding aggregate paid-up share capital and free reserves | Passing Board resolution approving borrowing | ✅ Yes | No exemptions |
| Section 180(1)(c) | Creation of charge on company assets | Passing special resolution | ✅ Yes | No exemptions |
| Section 186 | Loans and investments by the company | Passing Board resolution approving loans/investments exceeding prescribed limits | ✅ Yes | No exemptions |
| Section 188 | Approval of related party transactions (RPT) | Passing Board or Shareholder resolution (as applicable) | ✅ Yes | Only if thresholds prescribed under Companies (Meeting of Board and its Powers) Rules, 2014 are crossed |
| Section 117(3)(c) | Resolutions requiring special or unanimous consent | Upon passing such resolutions | ✅ Yes | No exemptions |
| Section 179(3)(h) | Approval of contracts or arrangements with related parties | Board resolution passed | ✅ Yes | Subject to prescribed limits and compliance |
| Section 179(3)(a) | Approval of financial statements and Board’s report | Board resolution approving annual financials | ✅ Yes | No exemptions |
| Section 179(3)(k) | Approval of political contributions | Board resolution authorizing contributions | ✅ Yes | No exemptions |
| Section 179(3)(m) | Appointment of internal auditors | Board resolution appointing auditors | ✅ Yes | No exemptions |
| Section 179(3)(j) | Appointment of directors including independent directors | Board resolution passed | ✅ Yes | No exemptions |
Exemptions Summary
| Exemption Area | Description | Legal/Rule/Circular Reference |
|---|---|---|
| Loans, guarantees, securities in ordinary course | Exempt from filing MGT-14 if given in ordinary course of business | MCA Circular No. 05/2022 (dated 19-May-2022), Rule 8 |
| Non-material related party transactions | Threshold limits prescribed under Rule 15 of Companies (Meeting of Board and its Powers) Rules, 2014 | Rule 15, Companies (Meeting of Board and its Powers) Rules, 2014 |
| Resolutions passed by certain banking or NBFC companies | Specific RBI or NHB regulations may apply | RBI / NHB Regulations |
Penalty for Non-filing (Section 117(5))
| Defaulting Party | Penalty Details |
|---|---|
| Company | Minimum Rs. 10,000; Rs. 100 per day of default after that; Maximum Rs. 2,00,000 |
| Every officer in default | Minimum Rs. 10,000; Rs. 100 per day of default after that; Maximum Rs. 50,000 |
SOP / Checklist for Filing Form MGT-14
-
Identify the type of resolution or agreement passed that requires filing as per Section 117(3).
-
Verify the applicable section(s) under the Companies Act 2013 governing the filing.
-
Check if any exemption applies, especially regarding loans, guarantees, and securities in the ordinary course of business (MCA Circular 05/2022).
-
Prepare the certified true copy of the resolution/agreement duly signed by the authorized signatories.
-
File Form MGT-14 with the Registrar of Companies within 30 days from the date of passing the resolution or entering the agreement.
-
In case of delay, file Form CG-1 to seek condonation of delay and pay applicable penalty before filing MGT-14.
-
Maintain copies of all filings and penalty receipts for record and audit.
-
Regularly review the latest circulars and amendments issued by MCA for changes in filing requirements or exemptions.
Conclusion
Filing Form MGT-14 is a critical statutory compliance step to maintain corporate transparency and regulatory conformity under the Companies Act, 2013. Timely filing protects the company and its officers from heavy penalties and ensures stakeholders have access to important corporate decisions. Using this comprehensive guide and checklist, companies can navigate the complex filing landscape with confidence and accuracy.
