CHAPTER CHAPTER VII CHAPTER CHAPTER –VII VII VII MANAGEMENT AND MANAGEMENT AND ADMINISTRATION ADMINISTRATION OF OF OF OF THE COMPANIES ACT, 2013 THE COMPANIES ACT, 2013 (SECTION 88 TO 122) (SECTION 88 TO 122) Presentation By: Presentation By: CS Manoj R. Hurkat CS Manoj R. Hurkat CS Manoj R. Hurkat CS Manoj R. Hurkat Prepared by: CS Manoj R. Hurkat
Register of Members (S: 88)(R : 3 to 8) Register of Members (S: 88)(R : 3 to 8) � Register of Members shall be maintained in Form “MGT -1 ” � Register of members shall indicate separately equity and � Register of members shall indicate separately equity and preference shares held by a each member and residing in and outside India. � Existing Companies shall compile particulars within 6 months. � Register of Debenture Holders shall be maintained in Form “ MGT “ MGT – 2 ”. 2 ” � Register of any other security holders shall be maintained in Form “ MGT – 2 ”. � Maintenance of Index is not necessary in case the number of members are less than fifty. Prepared by: CS Manoj R. Hurkat
� Entry in the Register shall be made within 7 days. � Entry to be made within 15 days in the following Entry to be made within 15 days in the following cases - In case of listed companies any pledge/lien/ charge/hypothecation created b the r m ters created by the promoters of their own shares; f their n shares; - If promoters create any pledge/lien/charge/hypothecation of securities of listed company in connection with the joint venture company of such listed company; h li t d � Entry also to be made where any change occurs in the status of members or any other security holders. y y � Authentication of entries made ◦ Entries made in the registers maintained (also the foreign register) shall be authenticated by the Company Secretary or any other person be authenticated by the Company Secretary or any other person authorized by the Board by appending his signature to each entry ◦ Date of Board resolution authorizing the same shall be mentioned. Prepared by: CS Manoj R. Hurkat
Foreign Register Foreign Register � If authorised by its articles company may maintain a foreign register regarding members or other security holders residing register regarding members or other security holders residing outside India. � Company shall within 30 days of opening a foreign register or its discontinuance shall file a register with the Registrar. ( Form No. MGT -3 ) � Entry made in foreign register shall be transmitted to principal � Entry made in foreign register shall be transmitted to principal register within 15 days. Prepared by: CS Manoj R. Hurkat
Declaration in respect of beneficial Declaration in respect of beneficial interest of shares (S : 89) (R : 9) interest of shares (S : 89) (R : 9) f h f h (S 89) (R 9) (S 89) (R 9) � A beneficial owner shall file a declaration with the Company � A beneficial owner shall file a declaration with the Company in duplicate (in form “MGT -4 ) about his interest within 30 days of entering his name in the register or when any change occurs in the interest. i h i � Any person who is exempted from above declaration shall disclose his interest in form “MGT disclose his interest in form MGT5 within 30 days. -5 ” within 30 days. � No right shall be enforceable w.r.t. shares for which no declaration is filed. � Company shall file a return for such declaration to the Registrar within 30 days of receipt of such declaration. (Form “MGT (Form MGT6 ) -6” ) Prepared by: CS Manoj R. Hurkat
Power to close register of members or Power to close register of members or debenture holders or other security d b d b debenture holders or other security t t h ld h ld th th it it holders (S : 91) (R : 10) holders (S : 91) (R : 10) � Book Closure period not to exceed 45 days in aggregate in the year and not to exceed 30 days at one time. � Previous Notice of at least 7 days required; (for Listed Company less than 7 days may be specified by SEBI) � Advertisement Ad i f for B Book k Cl Closure to b be published bli h d i in newspaper (Vernacular and English) � Book Closure Notice to be published on website of the oo C osu e ot ce to be pub s e o webs te o t e Company and the Website notified by Central Government. � Alternatively, Private Company may serve Book Closure N Notice on all the members. i ll h b Prepared by: CS Manoj R. Hurkat
Annual Return (S :92)(R : 11 & 12) Annual Return (S :92)(R : 11 & 12) � Every Company is required to prepare Annual Return (Form “MGT -7”) � The following Additional information and new disclosures are g required to be provided:- - Details regarding Company’s Promoter or Director or any Changes therein since g g p y y g close of last financial year. - Details of Class meetings, Members meetings, Board meetings and Committee meetings held during the year along with their attendance. meetings held during the year along with their attendance. - Remuneration details of directors and KMP Appeals made by company, Penalties or punishments imposed on the Company or Directors or KMP; Di KMP Details of Shares held by or on behalf of FII; - Matters related to certification of compliances, disclosures as may be prescribed. - Prepared by: CS Manoj R. Hurkat
� Extracts of annual return to be attached with Board’s Report (Form (Form “MGT9 ) MGT -9 ) � Unlisted Company: The AR shall be signed by One Unlisted Company: The AR shall be signed by One director along with the CS and if there is no CS then by the PCS. � Listed Company or Company with prescribed paid Li d C C i h ib d id up capital of 10 crores or more or Company with turn over of fifty crore rupees or more: Shall also be y p certified by PCS in practice (Form “MGT -8”) � One Person Company and Small Company: Shall be signed by CS or where there is no CS, by Director of the Company. p y Prepared by: CS Manoj R. Hurkat
Failure to certify in conformity with the requirements of the clause: PCS shall be punishable with fine : Rs 50,000 – Rs. 5,00,000 � Preservation of Annual Return and Copies of their P i f A l R d C i f h i annexure: for a period of 8 years from the date of filing with the registrar. g Prepared by: CS Manoj R. Hurkat
Return to be filed with Registrar in case Return to be filed with Registrar in case promoter’s stake changes (S :93) (R : 13) promoter’s stake changes (S :93) (R : 13) ’ ’ k h k h (S 93) (R 13) (S 93) (R 13) � Every Listed Companies shall file a return in Form “MGT -10” with the ROC for change of +2% either in value or in volume of shares held by the promoters and top ten or in volume of shares held by the promoters and top ten shareholders of the company within 15 days from the date of such changes. Prepared by: CS Manoj R. Hurkat
Place of keeping and inspection of Place of keeping and inspection of registers, returns (S :94)(R : 14 to 16) registers, returns (S :94)(R : 14 to 16) (S 94)(R 14 (S 94)(R 14 16) 16) � The Registers and copies of Returns are required to be kept by the Company at the Registered Office of the Company. � The Companies Act, 2013 permits the Company to keep its The Companies Act, 2013 permits the Company to keep its registers or copies of returns at any other place in India other than the Registered Office in which more than 10 % shareholders reside at that place subject to approval of members by way of special resolution and ROC has been given a copy of such special resolution in advance at least 1 day before the general meeting in Form “MGT -14” � In addition to the right of inspection given to the members and debenture holders, the security holders and beneficial owners can also now inspect the register without paying any fee. Prepared by: CS Manoj R. Hurkat
� Preservation of Registers and Returns g � Register of members (also foreign register) shall be preserved permanently and shall be kept in the custody of a Company Secretary or any other person authorized by the Board. � Register of debenture and other security holders shall be preserved for a period of 8 years from the date of p p y redemption. Prepared by: CS Manoj R. Hurkat
Annual General Meeting (S: 96) Annual General Meeting (S: 96) � Every Company other than OPC shall in each year hold Annual General Meeting. � There shall be not more than 15 months gap between two AGM’s � The first AGM shall be held within 9 months from the end of the first financial year (E (Earlier it was 18 months from the date of incorporation) li i 18 h f h d f i i ) - The AGM shall be called during business hours i.e., between 9:00 am to 6:00 pm at any day other than National Holiday at the RO of the 6 00 d h h N i l H lid h RO f h Company or any other place within the city, town or village in which RO of the Company is situated. (Earlier it was public holiday) (Earlier it was public holiday) - The Central Government may exempt any Company form the provisions of this sub-section subject to such conditions as may be provisions of this sub section subject to such conditions as may be prescribed. Prepared by: CS Manoj R. Hurkat
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