Mgt-14 form pre-certification read more at: http://www.cacl
This query is : Resolved
14 May 2014
Need a small info from experts here. If a pvt ltd company need to pass resolution for increasing salary of directors, do we need to pass a special resolution or will it be an ordinary resolution ?
Also, Is there a need to notify MCA/ROC about this through form MGT-14 about these resolutions ?
If yes, is there a need for the ceritfication of this form from CA/CS in case of a small company (less than 40 lakh turnover ?) Or can we submit this form just with digital signature of the Director ?
Also, Is there a need to notify MCA/ROC about this through form MGT-14 about these resolutions ?
If yes, is there a need for the ceritfication of this form from CA/CS in case of a small company (less than 40 lakh turnover ?) Or can we submit this form just with digital signature of the Director ?
14 May 2014
Resolution is a must. If AOA do not provide otherwise-
i) ordinary will suffice.
ii) section 179(3) of the Companies Act,2013 will not apply.
iii) section 117 of the said act does not apply.
iv) meaning thereby filing of MGT-14 is not required.
i) ordinary will suffice.
ii) section 179(3) of the Companies Act,2013 will not apply.
iii) section 117 of the said act does not apply.
iv) meaning thereby filing of MGT-14 is not required.
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14 May 2014
Thanks for the info.
On a similar note, if we ever file MGT-14 , do we have to get pre-certification of the same from CA/CS (assuming we are small company as per company act) ?
Thanks,
Divya
On a similar note, if we ever file MGT-14 , do we have to get pre-certification of the same from CA/CS (assuming we are small company as per company act) ?
Thanks,
Divya
03 August 2024
### Salary Increase for Directors in a Private Limited Company
**1. **Type of Resolution Required:**
- **Ordinary Resolution:** Generally, increasing the salary of directors requires passing an ordinary resolution by the Board of Directors. The increase in salary must comply with the terms of the director's appointment and the provisions of the Companies Act, 2013.
- **Special Resolution:** However, if the increase in salary exceeds the limits prescribed under the Companies Act or if it involves any changes to the terms of appointment which were originally fixed by a special resolution, a special resolution may be required. In the case of a private company, this is less common but should be checked in the context of specific circumstances and the company’s Articles of Association.
**2. **Notifying MCA/ROC:**
- **Form MGT-14:** For salary increases, there is typically no requirement to file Form MGT-14 with the MCA/ROC. Form MGT-14 is used to file resolutions of the Board of Directors and shareholders that are significant and require communication to the Registrar. Salary increases that fall within normal operational changes do not usually require MGT-14 unless there are extraordinary changes or specific provisions in the Articles of Association of the company.
**3. **Certification of MGT-14:**
- **Certification Requirement:** For most resolutions filed in Form MGT-14, certification by a CA/CS is not a legal requirement unless specified otherwise. The form can be filed with the digital signature of the Director or the authorized signatory.
**4. **Pre-Certification Requirement:**
- **Pre-Certification:** Generally, pre-certification by a CA/CS is not mandatory for MGT-14 unless the resolution involves significant changes or is complex. The form can be filed electronically with the digital signature of the Director or Company Secretary.
**5. **Specific Cases:**
- **Small Companies:** If your company is classified as a small company as per the Companies Act (e.g., having a turnover of less than ₹40 lakh), the filing requirements and compliance obligations might be less stringent. However, it’s crucial to confirm the specific details and thresholds as per the latest regulations.
**Summary:**
1. **Resolution Type:** Ordinary Resolution is typically sufficient for salary increases, unless otherwise stipulated in the Articles of Association.
2. **MGT-14 Filing:** Generally, MGT-14 is not required for simple salary increases unless it involves significant changes.
3. **Certification:** Certification by CA/CS is not usually required for MGT-14 unless specifically necessary due to the nature of the resolution.
**Recommendation:** Always review the latest regulations and the company’s Articles of Association, and consider consulting a professional (CA/CS) for specific scenarios or compliance requirements to ensure all legal obligations are met correctly.
**1. **Type of Resolution Required:**
- **Ordinary Resolution:** Generally, increasing the salary of directors requires passing an ordinary resolution by the Board of Directors. The increase in salary must comply with the terms of the director's appointment and the provisions of the Companies Act, 2013.
- **Special Resolution:** However, if the increase in salary exceeds the limits prescribed under the Companies Act or if it involves any changes to the terms of appointment which were originally fixed by a special resolution, a special resolution may be required. In the case of a private company, this is less common but should be checked in the context of specific circumstances and the company’s Articles of Association.
**2. **Notifying MCA/ROC:**
- **Form MGT-14:** For salary increases, there is typically no requirement to file Form MGT-14 with the MCA/ROC. Form MGT-14 is used to file resolutions of the Board of Directors and shareholders that are significant and require communication to the Registrar. Salary increases that fall within normal operational changes do not usually require MGT-14 unless there are extraordinary changes or specific provisions in the Articles of Association of the company.
**3. **Certification of MGT-14:**
- **Certification Requirement:** For most resolutions filed in Form MGT-14, certification by a CA/CS is not a legal requirement unless specified otherwise. The form can be filed with the digital signature of the Director or the authorized signatory.
**4. **Pre-Certification Requirement:**
- **Pre-Certification:** Generally, pre-certification by a CA/CS is not mandatory for MGT-14 unless the resolution involves significant changes or is complex. The form can be filed electronically with the digital signature of the Director or Company Secretary.
**5. **Specific Cases:**
- **Small Companies:** If your company is classified as a small company as per the Companies Act (e.g., having a turnover of less than ₹40 lakh), the filing requirements and compliance obligations might be less stringent. However, it’s crucial to confirm the specific details and thresholds as per the latest regulations.
**Summary:**
1. **Resolution Type:** Ordinary Resolution is typically sufficient for salary increases, unless otherwise stipulated in the Articles of Association.
2. **MGT-14 Filing:** Generally, MGT-14 is not required for simple salary increases unless it involves significant changes.
3. **Certification:** Certification by CA/CS is not usually required for MGT-14 unless specifically necessary due to the nature of the resolution.
**Recommendation:** Always review the latest regulations and the company’s Articles of Association, and consider consulting a professional (CA/CS) for specific scenarios or compliance requirements to ensure all legal obligations are met correctly.
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