Update on Companies (Management and Administration) Second Amendment Rules, 2018
1. Rule 13 & form MGT-10 shall be omitted – The change is due to implementation of Companies Amendment Act, 2017 wherein section 93 is omitted.
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.
Pursuant to Amendment, the company is not required to file any return in form MGT-10 with ROC on change of 2% shareholding of promoters.
2. Rule 15, the sub-rule(6), shall be omitted – The change is due to implementation of Companies Amendment Act, 2017 wherein part of section 94 proviso is omitted.
(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.
Section 94. (1) The registers required to be kept and maintained by a company under section 88 and copies of the annual return filed under section 92 shall be kept at the registered office of the company:
Provided that such 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 entered in the register of members reside, if approved by a special resolution passed at a general meeting of the company and the Registrar has been given a copy of the proposed special resolution in advance:
Pursuant to Amendment, the company is not required to file form MGT-14 for special resolution passed to keep register of members and Annual Returns at any other place other than registered office of the company.
3. Rule 18, in sub-rule (3), Explanation after clause (ix), shall be omitted – – The change is due to implementation of Companies Amendment Act, 2017 wherein new proviso to section 100(1) is inserted.
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.
New Provision: In section 100 of the principal Act, in sub-section (1), the following proviso shall be inserted, namely:—
“Provided that an extraordinary general meeting of the company, other than of the wholly owned subsidiary of a company incorporated outside India, shall be held at a place within India.”
Pursuant to Amendment, the company shall hold EGM at any place within India except WOS of company incorporated outside India.
4. Rule 22, in sub-rule (16) for the proviso, the following shall be substituted, namely:-
New: “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 up to two hundred are not required to transact any business through postal ballot.”
Previous: Provided that One Person Company and other companies having members upto two hundred are not required to transact any business through postal ballot.
Pursuant to Amendment, items required to be passed by Postal Ballot can be transacted at general meeting with e-voting facility to members, however exemption is granted to all companies with members up to 200 and OPCs.