| Management and Administration | ||
| Title | Section 150 to 169 of Companies Act, 1956 | Section 88 to 100 of Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 |
| Register of Members | Section’s 150, 151, 152, 152A, 157 and 158 Register of members and debentures holders to be maintained. Particulars required to be mentioned in the Register were prescribed No such bifurcation for equity and preference shareholders residing in India and outside India required. No detailed provision for maintenance and manner of authentication for the entries made in the Register of members/ debenture-holders was prescribed |
Section 88 Register for holder of all types of securities issued by the company has to be maintained. Rules prescribe the form and manner in which registers are required to be maintained. (Rule no. 3) Register of members should separately indicate the equity shareholders and Preference shareholders residing in India and outside India. Rules prescribe the manner of maintenance of Foreign register of Members (Rule no. 7) Rules prescribe the provisions relating to maintenance and manner of authentication of entries made in the Register (Rule no. 8 ) In case of default penalty has been made stringent. |
| Declaration in respect of Beneficial Interest in any share | Section 187C Declaration in Form I, II & III to be submitted by the Registered shareholder, Beneficial shareholder and Company respectively. |
Section 89 Declaration in Form MGT-4, MGT-5 & MGT-6 by the Registered shareholder, Beneficial shareholder and Company respectively. |
| Advertisement on closure of Register of members | Section 154 Minimum 7 days previous notice for closure of register of members. Notice of register closure to be given by way of advertisement in some newspapers circulating in the district in which the registered office of the Company is situated. No requirement for publishing the notice on the websites |
Section 91 Minimum 7 days previous notice in such manner as may be prescribed for all Companies or lesser period as may be specified by SEBI for listed companies and Company intending to get their share listed. Notice of register closure to be given by way of advertisement atleast once in vernacular newspaper in the principal vernacular language and in English newspaper in English language having wide circulation in the place where the registered office of the Company is situated. Notice of closure is also required to be published on the website as may be notified by the Central Government and on the website of the Company, if any. Requirement of publication of notice in newspaper shall not be applicable to Private Companies if minimum 7 days previous notice of closure has been served on all the members of the company.(Rule no. 10) |
| Annual Return | Section 159, 160, 161, 162 & Schedule V Limited information was required to be provided in the Annual Return. It was filed as per the format prescribed in Schedule V The information contained in the Annual Return to be updated as on date of Annual General Meeting. Annual Return is required to be signed by one director and a company secretary or manager, if any OR by two directors one of whom shall be Managing Director, if any Annual Return of a listed Company is required to be certified by a Practicing Company Secretary |
Section 92 Annual return shall will now carry comprehensive information relating to the Company . It shall be filed in form MGT 7 (Rule no 11) The Annual Return shall carry information upto the date of closure of financial year Annual Return is required to be signed by a director along with company secretary and where there is no company secretary, by a company secretary in practice Annual Return of listed company or a company having PUC of Rs 10 crore rupees or more or turnover of Rs 50 crore rupees or more are required to be certified by a Company Secretary in practice (Rule no. 11) confirming that Annual Return discloses the facts correctly and adequately and compliance with the provisions of the Act. In relation to One Person Company (OPC) and small company, the annual return shall be signed by the CS or if there is no CS by the director of the Company. Penalty or punishment it concluded that it will be punishable under this act for such failure/default |
| Returns to filed with Registrar in case Promoters’ stake changes. | No such provision existed | Section 93 (New Provision) Every listed Company is required to file a Return with the Registrar in Form No.MGT.10 along with the fee with respect to changes relating to either increase or decrease of 2% or more in the shareholding position of promoters and top 10 shareholders of the company in each case, either value or volume of the shares, within fifteen days of such change. The “change” means increase or decrease by 2% or more in the shareholding of each of the promoters and each of the top ten shareholders of the company(Rule no.13) |
| Place of keeping and inspection of registers, returns etc., | Section 163 The register and index of members and debenture holders, Annual Returns together with the copies of required Certificates and documents shall be kept at the registered office of the company. Company may, with the approval of members by way of special resolution, keep such documents at any other place within the city, town or village of the registered office. |
Section 94 Company shall keep register of members, debentures or other securities and Annual Returns at the registered office of the company. Company may, with the approval of members by way of special resolution, keep such documents at any other place where more than one-tenth of the total members entered in the register of members reside. |
| Annual General Meeting | Section 166 First Annual General Meeting of the Company shall be held within 18 months from the date of the Incorporation (DOI) or 9 months from closure of its first financial year whichever is earlier Every Annual General Meeting shall be called for a time during business hours, on a day that is not a public holiday – Concept of One Person Company was not there in the Companies Act, 1956. |
Section 96 First Annual General Meeting of the company shall be held within the period of 9 months from closure of its first financial year. (within 18 months from DOI has been deleted) Annual General Meeting can only be held between 9 am to 6 pm, i.e. business hours and on any day that is not a National Holiday. One Person Company is not required to hold the Annual General Meeting. |
| Power of Tribunal to call AGM | Section 167 The same was exercised by CLB under CA,1956. |
Section 97 The power to call AGM has been transferred to Tribunal under the 2013 Act. |
| Calling of Extraordinary General Meeting (EGM) | Section 169 No provision for requisition and notice in electronic mode. |
Section 100 Requirements with respect to requisition – Requisition shall be given in writing or through electronic mode. Requirement of Notice – Notice either in writing or through electronic mode. Service of notice to: A) Every member of the company, legal representative of any deceased member or the assignee of an insolvent member. B) Auditor or auditors of the company and C) Every director of the company. |
Note: Section 101 to 122 to be covered in the next issue of the newsletter.