Companies (Management and Administration) Rules, 2014
(1) These rules may be called the Companies (Management and Administration) Rules, 2014.
(2) They shall come into force on the 1st day of April, 2014.
(1) In these rules, unless the context otherwise requires,
(a) "Act" means the Companies Act, 2013 (18 of 2013);
(b) "Annexure" means the Annexure to these rules;
(c) "Fees" means the fees as specified in the Companies (Registration offices and fees) Rules, 2014;
(d) "Form" or an e-form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates;
(e) "Regional Director" means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;
(f) "section" means section of the Act;
(2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and of in the rules.
(1) Every company limited by shares shall, from the date of its registration, maintain a register of its members in Form No. MGT.1:
1[Provided that in the case of a company existing on the commencement of the Act, the particulars as available in the register of members maintained under the Companies Act, 1956 shall be transferred to the new register of members in Form No. MGT-1 and in case additional information, required as per provisions of the Act and these rules, is provided by the members, such information may also be added in the register as and when provided.]
(2) In the case of a company not having share capital, the register of members shall contain the following particulars, in respect of each member, namely--
(a) name of the member; address (registered office address in case the member is a body corporate); e-mail address; Permanent Account Number or CIN; Unique Identification Number, if any; Father's/Mother's/ Spouse's name; Occupati
Every company which issues or allots debentures or any other security shall maintain a separate register of debenture holders or security holders, as the case may be, for each type of debentures or other securities in Form No. MGT.2.
Every company shall maintain the registers under clauses (a), (b) and (c) of sub-section (1) of Section 88 in the following manner, namely--
(1) The entries in the registers maintained under Section 88 shall be made within seven days after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be.
(2) The registers shall be maintained at the registered office of the company unless a special resolution is passed in a general meeting authorising the keeping of the register at any other place within the city, town or village in which the registered office is situated or any other place in India in which more than one-tenth of the total members entered in the register of members reside.
(3) Consequent upon any forfeiture, buy-back, reduction, subdivision, consolidation or cancellation of shares, issue of sweat equity shares, transmission of shares, shares issued under
(1) Every register maintained under sub-section (1) of Section 88 shall include an index of the names entered in the respective registers and the index shall, in respect of each folio, contain sufficient indication to enable the entries relating to that folio in the register to be readily found:
Provided that the maintenance of index is not necessary in case the number of members is less than fifty.
(2) The company shall make the necessary entries in the index simultaneously with the entry for allotment or transfer of any security in such Register.
(1) A company which has share capital or which has issued debentures or any other security may, if so authorised by its articles, keep in any country outside India, a part of the register of members or as the case may be, of debenture holders or of any other security holders or of beneficial owners, resident in that country (hereafter in this rule referred to as the "foreign register").
(2) The company shall, within thirty days from the date of the opening of any foreign register, file with the Registrar notice of the situation of the office in Form No.MGT.3 along with the fee where such register is kept; and in the event of any change in the situation of such office or of its discontinuance, shall, within thirty days from the date of such change or discontinuance, as the case may be, file notice in Form No.MGT.3 with the Registrar of such change or discontinuance.
(3) A foreign register shall be deemed to be part of the company's register (hereafter in this rule refer
(1) The entries in the registers maintained under Section 88 and index included therein shall be authenticated by the company secretary of the company or by any other person authorised by the Board for the purpose, and the date of the board resolution authorising the same shall be mentioned.
(2) The entries in the foreign register shall be authenticated by the company secretary of the company or person authorised by the Board by appending his signature to each entry.
(1) A person whose name is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares (hereinafter referred to as "the registered owner"), shall file with the company, a declaration to that effect in Form No. MGT.4 1[x x x x], within a period of thirty days from the date on which his name is entered in the register of members of such company:
Provided that where any change occurs in the beneficial interest in such shares, the registered owner shall, within a period of thirty days from the date of such change, make a declaration of such change to the company in Form No. MGT.4 2[x x x x].
(2) Every person holding and exempted from furnishing declaration or acquiring a beneficial interest in shares of a company not registered in his name (hereinafter referred to as "the beneficial owner") shall file with the company, a declaration disclosing such interest
(1) A company closing the register of members or the register of debenture holders or the register of other security holders shall give at least seven days previous notice and in such manner, as may be specified by Securities and Exchange Board of India, if such company is a listed company or intends to get its securities listed, by advertisement at least once in a vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the company is situated and publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company.
(2) The provisions contained in sub-rule (1) shall not be applicable to a private company provided that the notice has been served on a
1[(1) Every company shall file its annual return in Form No. MGT-7 except One Person Company (OPC) and Small Company. One Person Company and Small Company shall file annual return from the financial year 2020-2021 onwards in Form No. MGT-7A.]
(2) The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8.
A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose.]
x x x x]
(1) The registers and indices maintained pursuant to Section 88 and copies of returns prepared pursuant to Section 92, shall be open for inspection during business hours, at such reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection.
1[x x x x]
(2) Any such member, debenture holder, security holder or beneficial owner or any other person may require a copy of any such register or entries therein or return on payment of such fee as may be specified in the articles of association of the company but not exceeding ten rupees for each page. Such copy or entries or return shall be supplied within seven days of deposit of such fee.
2[(3) Notwithstanding anything contained in sub-rul
(1) The register of members along with the index shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for such purpose; and
(2) The register of debenture holders or any other security holders along with the index shall be preserved for a period of eight years from the date of redemption of debentures or securities, as the case may be, and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for such purpose.
(3) Copies of all annual returns prepared under Section 92 and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of eight years from the date of filing with the Registrar.
(4) The foreign register of members shall be preserved permanently, unless it is discontinued and all the entries are transferred to any other foreign register or to the principal reg
Copies of the registers maintained under Section 88 or entries therein and annual return filed under Section 92 shall be furnished to any member, debenture-holder, other security holder or beneficial owner of the company or any other person on payment of such fee as may be specified in the Articles of Association of the company but not exceeding rupees ten for each page and such copy shall be supplied by the company within a period of seven days from the date of deposit of fee to the company.
(1) The members may requisition convening of an extraordinary general meeting in accordance with sub-section (4) of Section 100, by providing such requisition in writing or through electronic mode at least clear twenty-one days prior to the proposed date of such extraordinary general meeting.
(2) The notice shall specify the place, date, day and hour of the meeting and shall contain the business to be transacted at the meeting.
Explanation.-- For the purposes of this sub-rule, it is hereby clarified that requisitionists should convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened 1[on any day except national holiday].
(3) If the resolution is to be proposed as a special resolution, the notice shall be given as required by sub-section (2) of Section 114.
(4) The notice shall be signed by all the requisitionists or by a requisitionists duly authorised in wri
(1) A company may give notice through electronic mode.
Explanation.-- For the purpose of this rule, the expression "electronic mode" shall mean any communication sent by a company through its authorized and secured computer programme which is capable of producing confirmation and keeping record of such communication addressed to the person entitled to receive such communication at the last electronic mail address provided by the member.
(2) A notice may be sent through e-mail as a text or as an attachment to e-mail or as a notification providing electronic link or Uniform Resource Locator for accessing such notice.
(3) (i) The e-mail shall be addressed to the person entitled to receive such e-mail as per the records of the company or as provided by the depository:
Provided that the company shall provide an advance opportunity at least once in a financial year, to the member to register his e-mail address and changes therein and such request m
(1) A member of a company registered under Section 8 shall not be entitled to appoint any other person as his proxy unless such other person is also a member of such company.
(2) A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten per cent of the total share capital of the company carrying voting rights:
Provided that a member holding more than ten per cent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.
(3) The appointment of proxy shall be in the Form No. MGT.11.
(1) The provisions of this rule shall apply in respect of the general meetings for which notices are issued on or after the date of commencement of this rule.
2[(2) Every company which has listed its equity shares on a recognised stock exchange and every company having not less than one thousand members shall provide to its members facility to exercise their right to vote on resolutions proposed to be considered at a general meeting by electronic means:
Provided that a Nidhi, or an enterprise or institutional investor referred to in Chapter X-B or Chapter X-C of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 is not required to provide the facility to vote by electronic means:
3[Explanation I.-- For the purpose of this sub-rule, "Nidhi" means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its memb
(1) The Chairman of a meeting shall ensure that--
(a) The Scrutinisers are provided with the Register of Members, specimen signatures of the members, Attendance Register and Register of Proxies.
(b) The Scrutinisers are provided with all the documents received by the Company pursuant to Sections 105, 112 and Section 113.
(c) The Scrutinisers shall arrange for Polling papers and distribute them to the members and proxies present at the meeting; in case of joint shareholders, the polling paper shall be given to the first named holder or in his absence to the joint holder attending the meeting as appearing in the chronological order in the folio and the Polling paper shall be in Form No. MGT.12.
(d) The Scrutinisers shall keep a record of the polling papers received in response to poll, by initialling it.
(e) The Scrutinisers shall lock and seal an empty polling box in the presence of the members and proxies.
(f) The Scrutinisers shall open the
(1) Where a company is required or decides to pass any resolution by way of postal ballot, it shall send a notice to all the shareholders, along with a draft resolution explaining the reasons therefor and requesting them to send their assent or dissent in writing on a postal ballot because postal ballot means voting by post or through electronic means within a period of thirty days from the date of dispatch of the notice.
(2) The notice shall be sent either (a) by Registered Post or speed post, or (b) through electronic means like registered e-mail id or (c) through courier service for facilitating the communication of the assent or dissent of the shareholder to the resolution within the said period of thirty days.
(3) An advertisement shall be published at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once
(1) A special notice required to be given to the company shall be signed, either individually or collectively by such number of members holding not less than one per cent of total voting power or holding shares on which an aggregate sum of 1[not less than five lakh rupees] has been paid up on the date of the notice.
(2) The notice referred to in sub-rule (1) shall be sent by members to the company not earlier than three months but at least fourteen days before the date of the meeting at which the resolution is to be moved, exclusive of the day on which the notice is given and the day of the meeting.
(3) The company shall immediately after receipt of the notice, give its members notice of the resolution at least seven days before the meeting, exclusive of the day of dispatch of notice and day of the meeting, in the same manner as it gives notice of any general meetings.
(4) Where it is not practicable to give the notice in the same manner as it gives n
A copy of every resolution or any agreement required to be filed, together with the explanatory statement under Section 102, if any, shall be filed with the Registrar in Form No. MGT.14 along with the fee.
(1)(a) A distinct minute book shall be maintained for each type of meeting, namely--
(i) general meetings of the members;
(ii) meetings of the creditors;
(iii) meetings of the Board; and
(iv) meetings of each of the committees of the Board.
Explanation.-- For the purposes of this sub-rule, resolutions passed by postal ballot shall be recorded in the minute book of general meetings as if it has been deemed to be passed in the general meeting.
(b)(i) The minutes of proceedings of each meeting shall be entered in the books maintained for that purpose along with the date of such entry within thirty days of the conclusion of the meeting.
(ii) In case of every resolution passed by postal ballot, a brief report on the postal ballot conducted including the resolution proposed, the result of the voting thereon and the summary of the scrutiniser's report shall be entered in the minutes book of general meetings along with the date of such
Any member shall be entitled to be furnished, within seven working days after he has made a request in that behalf to the company, with a copy of any minutes of any general meeting, on payment of such sum as may be specified in the articles of association of the company, but not exceeding a sum of ten rupees for each page or part of any page:
Provided that a member who has made a request for provision of soft copy in respect of minutes of any previous general meetings held during a period immediately preceding three financial years shall be entitled to be furnished, with the same free of cost.
(1) Every listed company or a company having not less than one thousand shareholders, debenture holders and other security holders, shall maintain its records, as required to be maintained under the Act or rules made thereunder, in electronic form.
Explanation.-- For the purposes of this sub-rule, it is hereby clarified that in case of existing companies, data 1[may] be converted from physical mode to electronic mode within six months from the date of notification of provisions of Section 120 of the Act.
(2) The records in electronic form shall be maintained in such manner as the Board of Directors of the company may think fit,
Provided that--
(a) the records are maintained in the same formats and in accordance with all other requirements as provided in the Act or the rules made thereunder;
(b) the information as required under the provisions of the Act or the rules made thereunder should be adequately recorded for future re
(1) The Managing Director, Company Secretary or any other director or officer of the company as the Board may decide shall be responsible for the maintenance and security of electronic records.
(2) The person who is responsible for the maintenance and security of electronic records shall--
(a) provide adequate protection against unauthorized access, alteration or tampering of records;
(b) ensure against loss of the records as a result of damage to, or failure of the media on which the records are maintained;
(c) ensure that the signatory of electronic records does not repudiate the signed record as not genuine;
(d) ensure that computer systems, software and hardware are adequately secured and validated to ensure their accuracy, reliability and consistent intended performance;
(e) ensure that the computer systems can discern invalid and altered records;
(f) ensure that records are accurate, accessible, and capable of being reproduced f
Where a company maintains its records in electronic form, any duty imposed by the Act or rules made thereunder to make those records available for inspection or to provide copies of the whole or a part of those records, shall be construed as a duty to make the records available for inspection in electronic form or to provide copies of those records containing a clear reproduction of the whole or part thereof, as the case may be on payment of not exceeding ten rupees per page.
If any default is made in compliance with any of the provisions of this rule, the company and every officers or such other person who is in default shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues.
(1) The report in pursuance of the provisions of sub-section (1) of Section 121 shall be prepared in the following manner, namely--
(a) the report under this section shall be prepared in addition to the minutes of the general meeting;
(b) the report shall be signed and dated by the Chairman of the meeting or in case of his inability to sign, by any two directors of the company, one of whom shall be the Managing Director, if there is one and company secretary of the company;
(c) the report shall contain the details in respect of the following, namely--
(i) the day, date, hour and venue of the annual general meeting;
(ii) confirmation with respect to appointment of Chairman of the meeting;
(iii) number of members attending the meeting;
(iv) confirmation of quorum;
(v) confirmation with respect to compliance of the Act and the rules, secretarial standards made thereunder with respect to calling, convening and conducting the meetin
Forms not included
MINISTRY OF CORPORATE AFFAIRS |
NOTIFICATION |
New Delhi, the 27th October, 2023 |
G.S.R. 801(E).--In exercise of the powers conferred by sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Management and Administration) Rules, 2014, namely:-- 1. Short title and commencement.-(1) These rules may be called the Companies (Management and Administration) Second Amendment Rules, 2023. (2) They shall come into force on the date of their publication in the Official Gazette. 2. In the Companies (Management and Administration) Rules, 2014, in rule 9 |
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