Analysis of Companies Management & Administration Amendment Rules, 2016

Applicable on Company limited by shares
Old Rule said:

(1) 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.

Applicable on Company limited by shares

New Rule said:

Amendment in the proviso of Sub rule (1)

Provided that in the case of a company existing before the commencement of this act, the particulars are available registered under the Register of members registered under the Companies Act, 1956 shall be transferred to the New Register of Members in Form MGT-1 , and in case of additional information required as per the act and the rules thereunder, is provided by the members, such information may also be added in the registers as and when provided

Observation: A company limited by shares shall enter all the information in the new registers of members IN THE FORM MGT-1 OR transfer all old registers information in to New Registers MGT-1

Applicable on Company limited by shares

Old proviso:

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.

New Rule said:

Amendment in the proviso of Sub rule (2)

Provided that in the case of a company existing before the commencement of this act, the particulars are available registered under the Register of members registered under the Companies Act, 1956 shall be transferred to the New Register of Members in Form MGT-1 , and in case of additional information required as per the act and the rules thereunder, is provided by the members, such information may also be added in the registers as and when provided

Analysis:

A company not limited by shares shall enter all the information in the new registers of members IN THE FORM MGT-1 OR transfer all old registers information in to New Registers MGT-1

Sub Rule (1) of Rule 9

Declaration in respect of any change in Beneficial interest

Declaration in respect of beneficial interest in any shares.- (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 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.

The DUPLICATE word is omitted

Analysis:

The Registered owner when change in the shareholding shall declare and file MGT4 in “ONE COPY IS REQUIRED”

(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 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.

The DUPLICATE word is omitted

Analysis:

The Beneficial Owner (Nominee) when change in the shareholding shall declare and file MGT4 in “ONE COPY IS REQUIRED”

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.

Paid up Share capital word is add in the Rule 13

Anayisis:

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 paid up share capital 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.

If there is an increase or decrease in the shareholding pattern of promoter or top ten shareholder
in terms of Paid up share capital then the company has to file form . BIG RELIEF TO THE COMPANY

Earlier it was 2% of the individual holding

(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 here by clarified that 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.

In the explanation “ on any day except national holiday” shall be inserted and replace “ on any working day”

Observation:

EGm call by Requistionists on any day except national holiday

Sub rule (1) Every company which has listed its equity shares on any recognized 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 a resolution proposed to be considered at general meetings by electronic means.

Analysis
1. “And” word is inserted in place of “OR”

2. “Members” word is inserted in place of “shareholders”

3. Proposed to be considered is added in the Sub rule(1)

Sub rule (7) of Rule 22 If a resolution is assented to by the requisite majority of the shareholders by means of postal ballot including voting by electronic means, it shall be deemed to have been duly passed at a general meeting convened in that behalf.

Sub rule(14) of Rule 22 The resolution shall be deemed to be passed on the date of at a meeting convened in that behalf.

Analysis:

As per Secretarial Standard 2.

The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the company for receipt of duly completed postal ballot forms or e-voting.

So align with the Secretarial standard. That sub rule were omitted by government.

The minute books of Board and committee 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 authorised by the board or at such other place as may be approved by the Board.

Analysis:

The changes in the clause (e) is to sink the language between Section 119(1) and Clause (e)

Section 119 (1) says Minutes of the general meeting shall be kept at the registered office of the company only.

But in the secretarial standard 1

17.1.7 Minutes Books shall be kept at the Registered Office of the company or at such other place, as may be approved by the Board.

So, For the align the language between the Secretarial standard and the Rule. The Secretarial Standard language needs to be change