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Requirement of form no. mgt-14 (resolution form)

Akanksha Gupta (Company Secretary) (70 Points)

23 May 2014

Can anyone Please let me know whether Form No. MGT -14 (earlier Form No. 23) is required to be filed compulsorily on Disclosure on Interest of Director (u/s Sec 299 of Companies Act, 1956)?

On what conditions/ circumstances are we required to file the said Form with the ROC under Companies Act, 2013.

Thanks

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17 Replies

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 23 May 2014

yes, you are required to file board resolution for taking note of disclosure given by director under section 184 of the CA, 2013.

Kindly refer section 117, 179 of the CA 2013, also refer rules to it.

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Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 24 May 2014

Originally posted by : Rakesh Dhanuka
	yes, you are required to file board resolution for taking note of disclosure given by director under section 184 of the CA, 2013. Kindly refer section 117, 179 of the CA 2013, also refer rules to it.

Agree..

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P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 24 May 2014

You can download chart from this link:

/forum/important-charts-under-companies-act-2013-292591.asp#.U4CNTlKKDIU

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 24 May 2014

Disclosure of Interest by Directors under CA, 2013

As per section 184(1) of Companies Act, Every director shall:

At the first meeting of the Board in which he participates as a director; and thereafter
At the first meeting of the Board in every financial year or
Whenever there is any change in the disclosures already made, then at the first Board meeting held after such change,

disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in such manner as may be prescribed.

Form MBP.1

As per section 184(1) read with rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014, Every director shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form No. MBP 1.

Requirement of filing form MGT.14 for disclosure of interest by Director

As per Section 117(1), certain resolutions and agreements as required by section 117(3) are required to be submitted with ROC through filing form MGT.14. Section 117(3) also refers matter given in section 179(3) are also required to be reported via MGT.14.

As per section 179(3)(k) read with rule 8(5) of Companies (Meetings of Board and its Powers) Rules, 2014, taking note of the disclosure of director’s interest and shareholding shall be done by the Board only by means of resolutions passed at meetings of the Board. Hence it is duty of the company to pass board resolution to take note of disclosure of interest by Director and file a copy of that board resolution in MGT.14. within 30 days of passing board resolution.

Now it is a matter of discussion that whether form MBP.1 regarding disclosure of director’s interest is also required to be attached through form MGT.14 along with copy of resolution passed u/s 184(1). As per my opinion there is no harm in attaching form MBP.1 with MGT.14 along with copy of board resolution though there is no compulsion as far as language of form MGT.14 is concerned.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 24 May 2014

List of Resolutions to be filed with form MGT.14

Under Companies Act, 2013, form MGT.14 is to be filed for 25 different type of resolutions. We can further divide the list of Resolutions/Agreements to be filed through form MGT.14 in 3 categories:

List of Resolutions/Agreements given in Section 117(3)
List of Resolutions given in Section 179(3)
List of Resolutions given in rule 8(5) of Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 179(3)

List of Resolutions/Agreements given in Section 117(3)

(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 Board of Directors 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 Board of directors of any of the powers under clause (a) and clause (c) of sub-section (1) of section 180;

(6) resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304;

(7) resolutions passed in pursuance of sub-section (3) of section 179; and

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

List of Resolutions given in Section 179(3)

As per section 179(3), the Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:—

(1) to make calls on shareholders in respect of money unpaid on their shares;

(2) to authorise buy-back of securities under section 68;

(3) to issue securities, including debentures, whether in or outside India;

(4) to borrow monies;

(5) to invest the funds of the company;

(6) to grant loans or give guarantee or provide security in respect of loans;

(7) to approve financial statement and the Board's report;

(8) to diversify the business of the company;

(9) to approve amalgamation, merger or reconstruction;

(10) to take over a company or acquire a controlling or substantial stake in another company;

(11) any other matter which may be prescribed:

List of Resolutions given in rule 8(5) read with Section 179(3)

to make political contributions;
to appoint or remove key managerial personnel (KMP);
to take note of appointment(s) or removal(s) of one level below the Key Management Personnel;
to appoint internal auditors and secretarial auditor;
to take note of the disclosure of director’s interest and shareholding;
to buy, sell investments held by the company (other than trade investments), constituting five percent or more of the paid up share capital and free reserves of the investee company;
to invite or accept or renew public deposits and related matters;
to review or change the terms and conditions of public deposit;
to approve quarterly, half yearly and annual financial statements or financial results as the case may be.

Thank

CS Ankur Garg

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Akanksha Gupta (Company Secretary) (70 Points)
Replied 25 May 2014

Ok...So basically it has become a requirement now. So that means for every company every year atleast one MGT-14 will be going then i.e. w.r.t Disclosure of Interest and MGT-14 will be an additional formality to be complied with now. Ryt?

Thank you so much everyone who has replied to this Topic. Thanks a lot!

Shruti (CS) (41 Points)
Replied 11 June 2014

Can anyone please clarify what is to be mentioned in Point No. 6(I) (Details of Resolution) of MGT 14 for filing Board Resolution for Disclosure by Interested Directors, which states the purpose of filing the resolution.

Is it under- Resolutions passed in pursuance of exercise of powers of Board of Directors[Sec 179(3)]

Please revert asap.

Thanks

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 11 June 2014

yes..resolutions passed in pursuance of exercise of powers of BOD(sec 179(3).

CA Diwakar Jha (Chartered Accountant) (1746 Points)
Replied 17 June 2014

From where can I get Fom MGT-14? Please share the link, if there is any. It's urgent.

Thank You

Niraj (prop) (105 Points)
Replied 17 June 2014

MGT- 14 can be downloaded from mca.gov.in website from corner download forms.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 17 June 2014

download from the link below:

https://www.mca.gov.in/MinistryV2/Download_eForm_choose.html

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CA Diwakar Jha (Chartered Accountant) (1746 Points)
Replied 17 June 2014

I got it. Thank you sir.

Dhruv (Accountant) (22 Points)
Replied 18 August 2014

What dose intrest in any company or companies or bodies corporate mean?

Dose Share holding include share holding less than 10% in listed company also?

"disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in such manner as may be prescribed."

Dhruv (Accountant) (22 Points)
Replied 18 August 2014

Originally posted by : Dhruv
	"disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in such manner as may be prescribed."