A company approving a related party transaction — say, the appointment of a director's relative to an office or place of profit, or an additional payment to a related party, at more than ₹2.5 lakh a month — often assumes that crossing the shareholder-approval threshold automatically pulls in a Form MGT-14 filing with the Registrar of Companies. It does not. The MGT-14 obligation attaches to particular types of resolution, not to related party transactions as such. Whether a filing is required depends on whether the approval is a special or an ordinary resolution, whether it is a board or a shareholder resolution, and — for board resolutions — whether the company is public or private. This piece sets out the statutory basis for MGT-14, the closed list of resolutions it covers, how a Section 188 transaction maps onto that list, and what non-filing costs.
Where the MGT-14 Obligation Comes From
Form MGT-14 is the vehicle for filing copies of specified resolutions and agreements with the Registrar of Companies. The obligation is created by Section 117 of the Companies Act, 2013, read with Rule 24 of the Companies (Management and Administration) Rules, 2014. Section 117(1) provides:
"A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner as may be prescribed."
Rule 24 supplies the mechanics: the resolution or agreement is filed "in Form No. MGT.14 along with the fee." The deadline is 30 days from passing the resolution or executing the agreement, and the form was revised by an MCA notification dated 21 January 2023. The critical point is the cross-reference in Section 117(1) to "matters specified in sub-section (3)" — the obligation is only as wide as the list in Section 117(3).
The Closed List: Which Resolutions Must Be Filed
Section 117(3) sets out an exhaustive list of the resolutions and agreements for which MGT-14 must be filed:
"(a) special resolutions; (b) 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; (c) any resolution of the Board… relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director; (d) resolutions agreed to in a specified manner by any class of members…; (e) 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; (f) resolutions requiring a company to be wound up voluntarily…; (g) resolutions passed in pursuance of sub-section (3) of section 179; and (h) any other resolution or agreement as may be prescribed and placed in the public domain."
The distinction that does the work here is between shareholder resolutions and board resolutions. On the shareholder side, every special resolution must be filed, as must a member resolution consenting to the board's exercise of borrowing or disposal powers under Section 180(1)(a) or (c). Ordinary resolutions are not filed unless a specific category is prescribed — and none beyond those already listed currently is. On the board side, only resolutions passed under Section 179(3) are caught, via clause (g). Section 179(3) lists the powers the board must exercise by resolution — making calls, buy-back, issuing securities, borrowing, investing funds, granting loans or guarantees, approving financial statements, diversification, amalgamation, noting directors' interest, and, at clause (k), to "approve related party transactions." A carve-out in the proviso and in Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 exempts banking companies, RBI-registered NBFCs and housing-finance companies from filing resolutions to grant loans, guarantees or security in the ordinary course of business.
How a Section 188 Transaction Maps On
Every related party transaction under Section 188 requires board approval by resolution. Because Section 179(3)(k) lists "approve related party transactions" among the board's resolution-powers, and Section 117(3)(g) captures resolutions passed under Section 179(3), the board resolution approving an RPT is, on the plain wording, within the filing net. But two things complicate that, and the source research is careful to hedge here rather than assert.
The first complication is the shareholder side. When an RPT crosses the materiality thresholds in Rule 15, shareholder approval is required — and that approval is, as a baseline, an ordinary resolution, not a special resolution. An ordinary resolution approving an RPT is not enumerated in Section 117(3): the sub-section lists special resolutions and only specific kinds of ordinary resolution (winding up, member consent to board powers, and the like), and RPT approvals are not among them. So on the plain language, a shareholder ordinary resolution approving an RPT does not trigger MGT-14, even where the RPT is large enough to require that approval. The position flips only if the company chooses (or is required) to take the approval by special resolution — at which point Section 117(3)(a) makes filing mandatory without exception. Rule 15 sets the minimum thresholds requiring approval but does not mandate a special resolution, so in the ordinary case the shareholder RPT resolution is an ordinary one and is not filed.
The second complication is the board resolution itself, and this is where the memo underlying this analysis flags genuine uncertainty rather than a settled rule. Section 179(3)(k) is technically listed, which points toward filing; yet in practice, sources treat the MGT-14 filing of a board RPT resolution as conditional — sometimes described as arising only where the RPT also requires shareholder approval — and the private-company exemption (below) removes it for most closely held companies. The conservative reading is that the filing requirement for a public company's board RPT resolution is best treated as engaged, because the statute lists it, while recognising that the sources do not uniformly confirm it applies to every board RPT approval.
The ₹2.5 Lakh Threshold for Office or Place of Profit
The threshold that most often brings an RPT into the shareholder-approval zone sits in Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. For an appointment to an office or place of profit under Section 188(1)(f), Rule 15(3)(b) requires shareholder approval where the appointment is:
"appointment to any office or place of profit in the company, its subsidiary company or associate company at a monthly remuneration exceeding two and half lakh rupees as mentioned in clause (f) of sub-section (1) of section 188."
An "office or place of profit" is, under Section 2(60), any position carrying salary, fee, commission, bonus or other remuneration — capturing directors in executive roles, relatives of directors appointed to positions in the company or its subsidiaries, and outsiders in senior management. The characterisation of the payment matters, because it selects the threshold. If an additional payment to a related party is for holding a distinct office or place of profit, it falls under Section 188(1)(f) and the ₹2.5 lakh monthly figure applies. If it is purely additional remuneration or a bonus for services, it falls under Section 188(1)(d) (services), which carries a higher threshold of 10% of turnover or ₹50 crore, whichever is lower. The ₹2.5 lakh monthly figure has been in force since the August 2014 amendment rules and, as of 3 July 2026, is unchanged; it applies to both public and private companies. It is worth being clear that this is a threshold for shareholder approval, not a filing trigger in itself — the filing question is then governed by the special-versus-ordinary distinction above.
The Public/Private Divide on Board Resolutions
The one place the RPT clearly does drive an MGT-14 filing is the board resolution of a public company. Public companies must file board resolutions passed under Section 179(3), including those approving RPTs, within 30 days. Private companies are exempt from filing board resolutions under Section 179(3) (subject to limited exceptions), so a private company must still pass a board resolution approving the RPT internally but need not file it in MGT-14. The filing requirement, where it applies, attaches to the board exercising a Section 179(3) power by formal resolution, not to every routine board minute. The upshot is an asymmetry worth holding onto: a shareholder ordinary resolution approving an RPT is not filed, but a public company's board resolution approving the same RPT under Section 179(3)(k) is.
Recent Amendments and the Listed-Company Overlay
The framework has been stable. The ₹2.5 lakh threshold is unchanged since 2014. The January 2023 amendment to Form MGT-14 updated the form's structure without altering the categories of resolution requiring filing. A further amendment to the Management and Administration Rules was notified on 30 May 2025, but the available material does not show it substantively changing the MGT-14 filing obligations, and it appears to have addressed administrative aspects of filing and record-keeping. For listed companies, SEBI's Listing Obligations and Disclosure Requirements Regulations, 2015, Regulation 23, imposes an additional and stricter layer — RPTs above 10% of annual consolidated turnover require shareholder approval by special resolution — but it does not change the Companies Act MGT-14 position under Section 117. A listed company must comply with both regimes.
What Non-Filing Costs
Where MGT-14 is required and not filed within 30 days, Section 117(2) prescribes the penalty:
"…such company shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day after the first… subject to a maximum of two lakh rupees and every officer of the company who is in default… shall be liable to a penalty of ten thousand rupees and in case of continuing failure, with a further penalty of one hundred rupees for each day… subject to a maximum of fifty thousand rupees."
| Defaulting party | Initial penalty | Continuing | Maximum |
|---|---|---|---|
| Company | ₹10,000 | ₹100/day | ₹2,00,000 |
| Officer in default | ₹10,000 | ₹100/day | ₹50,000 |
The penalty runs from the 31st day, and company and officers face separate proceedings. The exposure is real: in an adjudication against Seva Parmodharmah Samajik Nidhi Limited, a failure to file board resolutions approving financial statements across four years drew total penalties of ₹12,90,000. The resolution itself remains valid between the company and its members, but non-filing damages the company's compliance record, surfaces in due diligence for mergers, IPOs and loans, and can invite ROC inquiry or compounding before the NCLT. Late filing is still penalised; and a delay beyond 300 days blocks direct filing altogether — the company must then seek condonation from the Regional Director on Form CG-1, obtain a condonation order, file Form INC-28 quoting it, and only then file MGT-14. In Butterfly Innovations Private Limited, an MGT-14 for a special resolution passed on 17 October 2016 remained unfiled for 803 days, and the NCLT compounded the offence, reducing the penalty from ₹8,13,000 to ₹5,00,000 for the company.
So, Is MGT-14 Required?
For an RPT involving an office or place of profit, or remuneration, above ₹2.5 lakh a month, the transaction does not by itself trigger MGT-14. Board approval is mandatory under Section 179(3)(k), and for a public company that board resolution should be filed within 30 days; for a private company it need not be. If the RPT crosses the Rule 15 threshold, shareholder approval is required, and if it is taken by ordinary resolution — the standard course — no MGT-14 filing follows, because ordinary RPT resolutions are not in Section 117(3); if it is taken by special resolution, filing is mandatory under Section 117(3)(a). Two candid caveats close the picture: the sources reviewed contain no recent judgment squarely holding that an ordinary shareholder RPT resolution need not be filed (the conclusion rests on the plain language of Section 117(3), which is sound but untested here), and they do not uniformly settle whether every public-company board RPT resolution must be filed — so a company minded to avoid penalty risk will file the board resolution rather than test the point.
Practical Takeaways
- Pass a board resolution for every RPT under Section 179(3)(k); for a public company, file it in MGT-14 within 30 days; for a private company, no MGT-14 is required for the board resolution.
- If the RPT crosses the Rule 15 threshold and is approved by ordinary resolution (the usual course), no MGT-14 filing is required; if it is approved by special resolution, MGT-14 must be filed within 30 days.
- Characterise the payment correctly: an office/place-of-profit appointment engages the ₹2.5 lakh monthly threshold under Section 188(1)(f); additional remuneration for services engages the higher turnover-based threshold under Section 188(1)(d).
- For a listed company, also comply with SEBI LODR Regulation 23 (special resolution above 10% of consolidated turnover) in addition to the Companies Act.
- Keep certified copies of board and shareholder resolutions and explanatory statements, and retain MGT-14 filing acknowledgements; track the 30-day deadline from the date the resolution is passed, and note that delay beyond 300 days requires Regional Director condonation.
- Where the point is uncertain — a public-company board RPT resolution — err toward filing to avoid the ₹10,000-plus daily-accruing penalty.
Key Authorities
- Companies Act, 2013, Section 117(1)–(3) — the MGT-14 filing obligation, the exhaustive list of resolutions, and the penalty for non-filing. Source
- Companies Act, 2013, Sections 179(3) and 188, and Section 2(60) — board resolution-powers including RPT approval, the RPT regime, and the definition of office or place of profit. Source
- Companies (Meetings of Board and its Powers) Rules, 2014, Rule 15(3)(b) — ₹2.5 lakh monthly threshold for office/place of profit and the service-transaction threshold. Source
- Companies (Management and Administration) Rules, 2014, Rule 24, as amended 21 January 2023 — MGT-14 filing mechanics. Source
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 23 — additional RPT approval requirements for listed companies (special resolution above 10% of consolidated turnover).
- Butterfly Innovations Private Limited, NCLT, CP No. 80/Chd/Hry/2019, order dated 22 May 2023 — compounding of a delayed MGT-14 filing, penalty reduced from ₹8,13,000 to ₹5,00,000. Source
- Seva Parmodharmah Samajik Nidhi Limited, ROC adjudication (31 January 2024) — ₹12,90,000 penalty for four years of unfiled board resolutions.
This analysis reflects the law as at July 2026. It is published for general information and does not constitute legal advice.