The Ministry of Corporate Affairs (“MCA”) has notified the Companies (Management and Administration) Second Amendment Rules, 2018 (“Amendment Rules”) thereby amending the Companies (Management and Administration) Rules, 2014 (“Principal Rules”) with effect from 13th June, 2018.
The implications of the Amendment Regulation are as follows:
| Principal Rules | Amendment Rules | Implications |
| 13. Return of changes in shareholding position of promoters and top ten shareholders-
Every listed company shall file with the Registrar, a return in Form No. MGT. 10 along with the fee with respect to changes relating to either increase or decrease of two percent or more in the shareholding position of promoters and top ten shareholders of the company in each case, either value or volume of the shares, within fifteen days of such change. Explanation.- For the purpose of this sub-rule, the the expression “change” means increase or decrease by two percent or more in the shareholding of each of the promoters and each of the top ten shareholders of the company. Every listed company, shall file with the Registrar, a return in Form No.MGT.10, with respect to changes in the shareholding position of the promoters and top ten shareholders of the company, in each case representing increase or decrease by two percent or more of the paid up share capital of the company, within fifteen days of such change. |
Omitted
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The Principal Rules have omitted Rule 13.
The requirement of furnishing return in Form MGT 10 of changes in shareholding position of promoters and top ten shareholders is omitted. This amendment is consequential to the omission of Section 93 (Return to be filed with Registrar in case promoters’ stake changes) of the Companies Act, 2013 with effect from 13th June, 2018. This will be a relief for the Companies since this Return had to be filed within 15 days of any change in the promoter’s stake. Form MGT 10 has also been omitted. |
| 15. Preservation of register of members etc. and annual return-
(6) A copy of the proposed special resolution in advance to be filed with the registrar as required in accordance with first proviso of sub-section (1) of section 94, shall be filed with the Registrar, at least one day before the date of general meeting of the company in Form No.MGT.14.
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15. Preservation of register of members etc. and annual return-
Omitted
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The Amendment Rules have omitted Rule 15(6).
The requirement of filing a copy of the proposed special resolution with the Registrar at least one day before the date of general meeting of the company in Form No.MGT.14 has been omitted. This Amendment has been done to align the Rules with the revised Proviso to Section 94(1) (Place of keeping and inspection of registers, returns, etc). Prior to 13th June, 2018, this proviso stated that registers or copies of return may also be kept at any other place in India in which more than one-tenth of the total number of members reside, if approved by Special Resolution in General Meeting and the and the Registrar has been given a copy of the proposed special resolution in advance. The requirement of furnishing such copy of the proposed special resolution in advance with the Registrar has been removed w.e.f 13th June and following that the corresponding Rule 15(6) has been omitted. |
| 18. Notice of the meeting-
(1) A company may give notice through electronic mode. … (3)(ix) … Explanation- For the purpose of this rule, it is hereby declared that the extra ordinary general meeting shall be held at a place within India. |
18. Notice of the meeting-
(1) A company may give notice through electronic mode. … (3)(ix) … Explanation- For the purpose of this rule, it is hereby declared that the extra ordinary general meeting shall be held at a place within India. |
The Amendment Rules have omitted the explanation after Rule 18(3)(ix).
The explanation stated that for the purpose of Rule 18, the extra ordinary general meetings will be held at a place within India. This Amendment has been brought about pursuant to the amended Section 100 (Calling of extraordinary general meeting) of the Act. A new proviso has been added to Section 100(1) w.r.t holding an extraordinary general meeting at any place within India except in case the company is a wholly owned subsidiary incorporated outside India. In order to avoid the same reiteration in the Rules, the explanation in Rule 18 has been omitted. |
| 22. Procedure to be followed for conducting business through postal ballot:
(16) Pursuant to clause (a) of sub-section (1) of section 110, the following items of business shall be transacted only by means of voting through a postal ballot- Provided that One Person Company and other companies having members upto two hundred are not required to transact any business through postal ballot.
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22. Procedure to be followed for conducting business through postal ballot:
(16) Pursuant to clause (a) of sub-section (1) of section 110, the following items of business shall be transacted only by means of voting through a postal ballot- Provided that One Person Company and other companies having members upto two hundred are not required to transact any business through postal ballot. Provided that any aforesaid items of business under this sub-rule, required to be transacted by means of postal ballot, may be transacted at a general meeting by a company which is required to provide the facility to members to vote by electronic means under section 108, in the manner provided in that section: Provided further that One Person Companies and other companies having members upto two hundred are not required to transact any business through postal ballot. |
The Amendment Rules have substituted the Proviso to Rule 22(16).
The newly substituted proviso states that any items of business mentioned under Rule 22(16) which is required to be transacted by means of postal ballot, may be transacted by e-voting. It further states that One Person Companies and other companies having members upto two hundred are not required to transact any business through postal ballot. The Amendment has been made to align it with the amended Section 110 (Postal Ballot) of the Act. A proviso was added to Section 110(1) which stated that any item of business required to be transacted by means of postal ballot may be transacted at a general meeting by a company where e-voting facility is provided. |
Please refer to the hyperlink for further details.
Source: E-Gazette
