No need to file form MGT 14 for some Board Resolution

MGT-14 relief to certain extent circular dated 19.03.2015, No need to file form MGT 14 for some Board Resolution

MCA has notified the much awaited Amendment to the Companies (Meeting of Board & its Powers) Rules, 2014 by relaxing the requirement of passing resolution at the Board Meeting and filing of Form MGT – 14 thereafter. Accordingly items mentioned in Rule 8 relating to taking note of appointment(s) or removal(s) of one level below the Key Management Personnel, taking note of the disclosure of director’s interest and shareholding, buying, selling 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, inviting or accepting or renewing public deposits and related matters, reviewing or change the terms and conditions of public deposit, and for approving quarterly, half yearly and annual financial statements or financial results as the case may be are now omitted.

As per circular dated 19.03.2015, now no need to file form MGT 14 for the following:

(3) to take note of appointment(s) or removal(s) of one level below the Key Management Personnel;

(5) to take note of the disclosure of director’s interest and shareholding;

(6) 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 ofthe investee company;

(7) to invite or accept or renew public deposits and related matters;

(8) to review or change the terms and conditions of public deposit;

(9) to approve quarterly, half yearly and annual financial statements or financial results as the case may be.

Our Analysis:

• Above mentioned Board items may now be transacted by way of circular resolution instead of Board meeting, which was not possible earlier. 
• Requirement of intimation to Registrar under E-form MGT 14 need not be given on passing above resolutions 
• Approval of annual financial statements shall be transacted at Board meeting only pursuant to Section 179(3)(g) of Companies Act, 2013. Nevertheless, filing requirement of MGT 14 for approving quarterly and half yearly financials has been dispensed with.