SEP 24, 2016

Amendment in the rules related to Management and Administration

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MCA vide notification dated September 23, 2016 has amended the Companies (Management and Administration), Rules 2014 by way of Companies (Management and Administration) Amendment Rules, 2016 which is effective from September 23, 2016.

Key highlights of the amended rules are given below:

MCA has amended the said proviso and provided that the particulars of the register of members maintained under the Companies Act, 1956 shall be transferred to the new register of members to be maintained in Form No.MGT-1 and further, additional information(s) as require to be incorporated in new Register of Members may also be added in said register as and when such information provided by the members of the Company.

So by way of amendment, the period of six months has been done away with and clarity has been provided with respect to transfer of the content. But this amendment doesn’t hold much relevance today as period of 6 months has expired long back.

Similar amendment has been made in provisions related to register of members of a company not having any share capital.

  1. Proviso to rule (3) provided that in case of companies registered under Companies Act 1956, the requirement of maintaining register of members in form MGT-1 shall be complied with six months of the commencement of the rules.
  2. The requirement of filing form MGT-4 and MGT-5 in duplicate under section 89 has been dispensed with.
  3. Much needs clarity has been provided in the rules related to form MGT-10 i.e. return with respect to change in shareholding position of promoters and top ten shareholders. Substituted Rule 13 of the Companies (Management and Administration) Rules, 2014 provides that every Listed Company shall file a return in Form No.MGT.10 with respect to changes in the shareholding of promoters and top ten shareholders of the Company, with the Registrar within fifteen days of change in shareholding, in each case, representing increase or decrease by two per cent or more of the paid-up share capital of the Company.
  4. Extra-Ordinary General Meeting by requisitionists may be convened on any day except national holiday. The requirement to convene EGM by requisition only on working day has been omitted.
  5. Nidhi company has been exempted from the requirement of providing evoting facility.
  6. The minute book of the general meeting shall be kept at the registered office of the Company only. While the Act provides for keeping minute book at the registered office, the rules provided for keeping such book at any other place, as decided by the Board. Amendment has been made in the rules to remove the ambiguity.
  7. New E-Form MGT- 6 pertaining to filling of declaration form persons not holding beneficial interest in shares (Registered Owner) and Beneficial Owner of the shares, has been introduced.

Click here to download the notification