MCA amends the Companies (Management and Administration) Rules, 2014

MCA has amended the Companies (Management and Administration) Rules, 2014 dated 23^rd September, 2016 and the new rules may be called the Companies (Management and Administration) Amendment Rules, 2016. This will come into force from 23^rd September, 2016.

The changes appended in the amendment are as follows:

Rule No.	Companies (Management and Administration) Rules, 2014	Companies (Management and Administration) Amendment Rules, 2016	Remarks
3(1): Register of members	Every company limited by shares shall, from the date of its registration, maintain a register of its members in Form No. MGT.1: Provided that in the case of existing companies, registered under the Companies Act, 1956, particulars shall be compiled within six months from the date of commencement of these rules	Provided in the case of a company existing on the commencement of the Act, the particulars as available in the register of members maintains under Companies Act, 1956 shall be transferred to the new register of members in Form 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.	It has been mandated to maintain register of members in MGT-1.
3(2): Register of members	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( as provided in the rules) Provided that in the case of existing companies, registered under the Companies Act, 1956, particulars shall be compiled within six months from the date of commencement of these rules.	Provided in the case of a company existing on the date of the commencement of the Act, the particulars as available in the register of members maintains under Companies Act, 1956 shall be transferred to the new register of members in Form 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.	It has been mandated to maintain register of members in MGT-1
9(1): Declaration in respect of beneficial interest in any shares.	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 in duplicate, 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 in duplicate.	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 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.	The words ‘duplicate’ has been omitted.
9(2): Declaration in respect of beneficial interest in any shares.	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 in Form No. MGT.5 in duplicate, within thirty days after acquiring such beneficial interest in the shares of the company: Provided that where any change occurs in the beneficial interest in such shares, the beneficial 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.5 in duplicate	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 in Form No. MGT.5 within thirty days after acquiring such beneficial interest in the shares of the company: Provided that where any change occurs in the beneficial interest in such shares, the beneficial 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.5	The words ‘duplicate’ has been omitted
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.	Every listed company shall file with the Registrar, a return in Form No.MGT.10  with respect to changes in the Shareholding position of 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.	It has been clarified by the department that the percentage will be calculated on the basis of paid up share capital, earlier there was no such expression.
17(2): Calling of Extraordinary general meeting by requistionists	Requistionists should convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened on working day.	Requistionists should convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened on any day except national holiday.	For the words ‘on any day’ the words ‘on any day except national holiday’ shall be substituted.
20(1): Voting through electronic means	Every listed company or a company having not less than one thousand shareholders, shall provide to its members facility to exercise their right to vote at general meetings by electronic means.	Every company which has listed its equity shares on recognized stock exchange and every company having not less than one thousand shareholders, shall provide to its members facility to exercise their right to vote at general meetings by electronic means. Provided that a Nidhi, or an enterprise or institutional investor referred to in Chapter XB or XC of the SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009 is not required to provide the facility to provide the facility to vote by electronic means.	It has been specified that equity shares should be listed on RSE and these provisions do not apply to Nidhi Companies.
22(7)&(14): (Procedure to be followed for conducting business through postal ballot)	22(7): 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. 22(14): The resolution shall be deemed to be passed on the date of at a meeting convened in that behalf.	-	These rules have been omitted.
25(1)(e): Minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions passed by postal ballot	The minute books of general meetings, shall be kept at the registered office of the company and shall be preserved permanently and kept in the custody of the company secretary or any director duly authorized by the board or at such other place as may be approved by the Board.	The minute books of general meetings, shall be kept at the registered office of the company and shall be preserved permanently and kept in the custody of the company secretary or any director duly authorized by the board.	The words ‘or at such other place as may be approved by the Board’ shall be omitted.
9(3): Declaration in respect of beneficial interest in any shares	-	-	Form No. MGT-6 has been substituted.