Companies (Management and Administration) Rules, 2014

[Companies (Management and Administration) Rules, 2014][1]

[31st March, 2014]

In exercise of the powers conferred under sub-section (1) of Section 88, sub-section (4) of Section 88, sub-section (1) of Section 89, sub-section (2) Section 89, sub-section (6) of Section 89, sub-section (1) of Section 91, sub-section (2) of Section 92, sub-section (3) of Section 92, sub-section (2) of Section 92, Section 93, sub-section (1) of Section 94, sub-section (4) of Section 100, sub-section (2) of Section 114, Sections 102, 101, 105, 108, sub-section (5) of Section 109, Sections 112, 113, 110, sub-section (3) of Section 186, Section 115, sub-section (1) of Section 117, sub-section (1) of Section 118, sub-section (2) of Section 119, Section 120 and sub-section (1) of Section 121, read with sub-sections (1) and (2) of Section 469 of the Companies Act, 2013 (18 of 2013) and in supersession of Companies (Central Government's) General Rules and Forms, 1956 or any other relevant rules prescribed under the Companies Act, 1956 (1 of 1956) on matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely.

Rule - 1. Short title and commencement.

(1)     These rules may be called the Companies (Management and Administration) Rules, 2014.

(2)     They shall come into force on the 1st day of April, 2014.

Rule - 2. Definitions.

(1)     In these rules, unless the context otherwise requires,

(a)      “Act” means the Companies Act, 2013 (18 of 2013);

(b)      “Annexure” means the Annexure to these rules;

(c)      “Fees” means the fees as specified in the Companies (Registration offices and fees) Rules, 2014;

(d)      “Form” or an e-form means a form set forth in Annexure to these rules which shall be used for the matter to which it relates;

(e)      “Regional Director” means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director;

(f)       “section” means section of the Act;

(2)     Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of definitions details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and of in the rules.

Rule - 3. Register of members.

(1)     Every company limited by shares shall, from the date of its registration, maintain a register of its members in Form No. MGT.1:

[2][Provided that in the case of a company existing on the commencement of the Act, the particulars as available in the register of members maintained under the Companies Act, 1956 shall be transferred to the new register of members in Form No. 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.]

(2)     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.

(a)      name of the member; address (registered office address in case the member is a body corporate); e-mail address; Permanent Account Number or CIN; Unique Identification Number, if any; Father's/Mother's/ Spouse's name; Occupation; Status; Nationality; in case member is a minor, name of the guardian and the date of birth of the member; name and address of nominee;

(b)      date of becoming member;

(c)      date of cessation;

(d)      amount of guarantee, if any;

(e)      any other interest if any; and

(f)       instructions, if any, given by the member with regard to sending of notices etc:

[3][Provided that in the case of a company existing on the date of commencement of the Act, the particulars as available in the register of members maintained under the Companies Act, 1956 shall be transferred to the new register of members in Form No. 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.]

Rule - 4. Register of debenture holders or any other security holders.

Every company which issues or allots debentures or any other security shall maintain a separate register of debenture holders or security holders, as the case may be, for each type of debentures or other securities in Form No. MGT.2.

Rule - 5. Maintenance of the Register of members etc. under Section 88.

Every company shall maintain the registers under clauses (a), (b) and (c) of sub-section (1) of Section 88 in the following manner, namely.

(1)     The entries in the registers maintained under Section 88 shall be made within seven days after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be.

(2)     The registers shall be maintained at the registered office of the company unless a special resolution is passed in a general meeting authorising the keeping of the register at any other place within the city, town or village in which the registered office is situated or any other place in India in which more than one-tenth of the total members entered in the register of members reside.

(3)     Consequent upon any forfeiture, buy-back, reduction, sub-division, consolidation or cancellation of shares, issue of sweat equity shares, transmission of shares, shares issued under any scheme of arrangements, mergers, reconstitution or employees stock option scheme or any of such scheme provided under this Act or by issue of duplicate or new share certificates or new debenture or other security certificates, entry shall be made within seven days after approval by the Board or committee, in the register of members or in the respective registers, as the case may be.

(4)     If any change occurs in the status of a member or debenture holder or any other security holder whether due to death or insolvency or change of name or due to transfer to Investor Education Protection Fund or due to any other reason, entries thereof explaining the change shall be made in the respective register.

(5)     If any rectification is made in the register maintained under Section 88 by the company pursuant to any order passed by the competent authority under the Act, the necessary reference of such order shall be indicated in the respective register.

(6)     If any order is passed by any judicial or revenue authority or by Security and Exchange Board of India (SEBI) or competent authority attaching the shares, debentures or other securities and giving directions for remittance of dividend or interest, the necessary reference of such order shall be indicated in the respective register.

(7)     In case of companies whose securities are listed on a stock exchange in or outside India, the particulars of any pledge, charge, lien or hypothecation created by the promoters in respect of any securities of the company held by the promoter including the names of pledgee/pawnee and any revocation therein shall be entered in the register within fifteen days from such an event.

(8)     If promoters of any listed company, which has formed a joint venture company with another company have pledged or hypthoticated or created charge or lien in respect of any security of the listed company in connection with such joint venture company, the particulars of such pledge, hypothecation, charge and lien shall be entered in the register members of the listed company within fifteen days from such an event.

Rule - 6. Index of names to be included in Register.

(1)     Every register maintained under sub-section (1) of Section 88 shall include an index of the names entered in the respective registers and the index shall, in respect of each folio, contain sufficient indication to enable the entries relating to that folio in the register to be readily found:

Provided that the maintenance of index is not necessary in case the number of members is less than fifty.

(2)     The company shall make the necessary entries in the index simultaneously with the entry for allotment or transfer of any security in such Register.

Rule - 7. Foreign register of members, debenture holders, other security holders or beneficial owners residing outside India.

(1)     A company which has share capital or which has issued debentures or any other security may, if so authorised by its articles, keep in any country outside India, a part of the register of members or as the case may be, of debenture holders or of any other security holders or of beneficial owners, resident in that country (hereafter in this rule referred to as the “foreign register”).

(2)     The company shall, within thirty days from the date of the opening of any foreign register, file with the Registrar notice of the situation of the office in Form No.MGT.3 along with the fee where such register is kept; and in the event of any change in the situation of such office or of its discontinuance, shall, within thirty days from the date of such change or discontinuance, as the case may be, file notice in Form No.MGT.3 with the Registrar of such change or discontinuance.

(3)     A foreign register shall be deemed to be part of the company's register (hereafter in this rule referred to as the “principal register”) of members or of debenture holders or of any other security holders or beneficial owners, as the case may be.

(4)     The foreign register shall be maintained in the same format as the principal register.

(5)     A foreign register shall be open to inspection and may be closed, and extracts may be taken therefrom and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register, except that the advertisement before closing the register shall be inserted in at least two newspapers circulating in the place wherein the foreign register is kept.

(6)     If a foreign register is kept by a company in any country outside India, the decision of the appropriate competent authority in regard to the rectification of the register shall be binding.

(7)     Entries in the foreign register maintained under sub-section (4) of Section 88 shall be made simultaneously after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be.

(8)     The company shall.

(a)      transmit to its registered office in India a copy of every entry in any foreign register within fifteen days after the entry is made; and

(b)      keep at such office a duplicate register of every foreign register duly entered up from time to time.

(9)     Every such duplicate register shall, for all the purposes of this Act, be deemed to be part of the principal register.

(10)   Subject to the provisions of Section 88 and the rules made thereunder, with respect to duplicate registers, the shares or as the case may be, debentures or any other security, registered in any foreign register shall be distinguished from the shares or as the case may be, debentures or any other security, registered in the principal register and in every other foreign register; and no transaction with respect to any shares or as the case may be, debentures or any other security, registered in a foreign register shall, during the continuance of that registration, be registered in any other register.

(11)   The company may discontinue the keeping of any foreign register; and thereupon all entries in that register shall be transferred to some other foreign register kept by the company outside India or to the principal register.

Rule - 8. Authentication.

(1)     The entries in the registers maintained under Section 88 and index included therein shall be authenticated by the company secretary of the company or by any other person authorised by the Board for the purpose, and the date of the board resolution authorising the same shall be mentioned.

(2)     The entries in the foreign register shall be authenticated by the company secretary of the company or person authorised by the Board by appending his signature to each entry.

Rule - 9. 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 [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 [5][* * *].

(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 [6][* * *], 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 [7][* * *].

(3)     Where any declaration under Section 89 is received by the company, the company shall make a note of such declaration in the register of members and shall file, within a period of thirty days from the date of receipt of declaration by it, a return in Form No.MGT.6 with the Registrar in respect of such declaration with fee.

[8][Provided that nothing contained in this rule shall apply in relation to a trust which is created, to set-up a Mutual Fund or Venture Capital Fund or such other fund as may be approved by the Securities and Exchange Board of India.]

Rule - 10. Closure of register of members or debenture holders or other security holders.

(1)     A company closing the register of members or the register of debenture holders or the register of other security holders shall give at least seven days previous notice and in such manner, as may be specified by Securities and Exchange Board of India, if such company is a listed company or intends to get its securities listed, by advertisement at least once in a vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the company is situated and publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company.

(2)     The provisions contained in sub-rule (1) shall not be applicable to a private company provided that the notice has been served on all members of the private company not less than seven days prior to closure of the register of members or debenture holders or other security holders.

Rule - 11. Annual Return.

[9][(1) Every company shall file its annual return in Form No. MGT-7 except One Person Company (OPC) and Small Company. One Person Company and Small Company shall file annual return from the financial year 2020-2021 onwards in Form No. MGT-7A.]

(2) The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No. MGT.8.

Rule - [12. Filing of Annual Return with Registrar.

A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose.][10]

Rule - 13.

[11][* * *]

Rule - 14. Inspection of registers, returns etc.

(1)     The registers and indices maintained pursuant to Section 88 and copies of returns prepared pursuant to Section 92, shall be open for inspection during business hours, at such reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection.

[12][* * *]

(2)     Any such member, debenture holder, security holder or beneficial owner or any other person may require a copy of any such register or entries therein or return on payment of such fee as may be specified in the articles of association of the company but not exceeding ten rupees for each page. Such copy or entries or return shall be supplied within seven days of deposit of such fee.

(3)     [13][Notwithstanding anything contained in sub-rules (1) and (2), the following particulars of the register or index or return in respect of the members of a company shall not be made available for any inspection under sub-section (2) or for taking extracts or copies under sub-section (3) of Section 94, namely.

(i)       address or registered address (in case of a body corporate);

(ii)      e-mail ID;

(iii)     Unique Identification Number;

(iv)    PAN Number.]

Rule - 15. Preservation of register of members etc. and annual return.

(1)     The register of members along with the index shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for such purpose; and

(2)     The register of debenture holders or any other security holders along with the index shall be preserved for a period of eight years from the date of redemption of debentures or securities, as the case may be, and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for such purpose.

(3)     Copies of all annual returns prepared under Section 92 and copies of all certificates and documents required to be annexed thereto shall be preserved for a period of eight years from the date of filing with the Registrar.

(4)     The foreign register of members shall be preserved permanently, unless it is discontinued and all the entries are transferred to any other foreign register or to the principal register. Foreign register of debenture holders or any other security holders shall be preserved for a period of eight years from the date of redemption of such debentures or securities.

(5)     The foreign register shall be kept in the custody of the company secretary or person authorised by the Board.

(6)     [14][* * *]

Rule - 16. Copies of the registers and annual return.

Copies of the registers maintained under Section 88 or entries therein and annual return filed under Section 92 shall be furnished to any member, debenture-holder, other security holder or beneficial owner of the company or any other person on payment of such fee as may be specified in the Articles of Association of the company but not exceeding rupees ten for each page and such copy shall be supplied by the company within a period of seven days from the date of deposit of fee to the company.

Rule - 17. Calling of Extraordinary general meeting by requisitionists.

(1)     The members may requisition convening of an extraordinary general meeting in accordance with sub-section (4) of Section 100, by providing such requisition in writing or through electronic mode at least clear twenty-one days prior to the proposed date of such extraordinary general meeting.

(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 hereby clarified that requisitionists should convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened [15][on any day except national holiday].

(3)     If the resolution is to be proposed as a special resolution, the notice shall be given as required by sub-section (2) of Section 114.

(4)     The notice shall be signed by all the requisitionists or by a requisitionists duly authorised in writing by all other requisitionists on their behalf or by sending an electronic request attaching therewith a scanned copy of such duly signed requisition.

(5)     No explanatory statement as required under Section 102 need be annexed to the notice of an extraordinary general meeting convened by the requisitionists and the requisitionists may disclose the reasons for the resolution(s) which they propose to move at the meeting.

(6)     The notice of the meeting shall be given to those members whose names appear in the Register of members of the company within three days on which the requisitionists deposit with the Company a valid requisition for calling an extraordinary general meeting.

(7)     Where the meeting is not convened, the requisitionists shall have a right to receive list of members together with their registered address and number of shares held and the company concerned is bound to give a list of members together with their registered address made as on twenty-first day from the date of receipt of valid requisition together with such changes, if any, before the expiry of the forty-five days from the date of receipt of a valid requisition.

(8)     The notice of the meeting shall be given by speed post or registered post or through electronic mode. Any accidental omission to give notice to, or the non-receipt of such notice by, any member shall not invalidate the proceedings of the meeting.

Rule - 18. Notice of the meeting.

(1)     A company may give notice through electronic mode.

Explanation. For the purpose of this rule, the expression “electronic mode” shall mean any communication sent by a company through its authorized and secured computer programme which is capable of producing confirmation and keeping record of such communication addressed to the person entitled to receive such communication at the last electronic mail address provided by the member.

(2)     A notice may be sent through e-mail as a text or as an attachment to e-mail or as a notification providing electronic link or Uniform Resource Locator for accessing such notice.

(3)     (i) The e-mail shall be addressed to the person entitled to receive such e-mail as per the records of the company or as provided by the depository:

Provided that the company shall provide an advance opportunity at least once in a financial year, to the member to register his e-mail address and changes therein and such request may be made by only those members who have not got their e-mail id recorded or to update a fresh e-mail id and not from the members whose e-mail ids are already registered.

(ii) The subject line in e-mail shall state the name of the company, notice of the type of meeting, place and the date on which the meeting is scheduled.

(iii) If notice is sent in the form of a non-editable attachment to e-mail, such attachment shall be in the Portable Document Format or in a non-editable format together with a ‘link or instructions’ for recipient for downloading relevant version of the software.

(iv) When notice or notifications of availability of notice are sent by e-mail, the company should ensure that it uses a system which produces confirmation of the total number of recipients e-mailed and a record of each recipient to whom the notice has been sent and copy of such record and any notices of any failed transmissions and subsequent re-sending shall be retained by or on behalf of the company as “proof of sending”.

(v) The company's obligation shall be satisfied when it transmits the e-mail and the company shall not be held responsible for a failure in transmission beyond its control.

(vi) If a member entitled to receive notice fails to provide or update relevant e-mail address to the company, or to the depository participant as the case may be, the company shall not be in default for not delivering notice via e-mail.

(vii) The company may send e-mail through in-house facility or its registrar and transfer agent or authorise any third party agency providing bulk e-mail facility.

(viii) The notice made available on the electronic link or Uniform Resource Locator has to be readable, and the recipient should be able to obtain and retain copies and the company shall give the complete Uniform Resource Locator or address of the website and full details of how to access the document or information.

(ix) The notice of the general meeting of the company shall be simultaneously placed on the website of the company if any and on the website as may be notified by the Central Government.

[16][* * *]

Rule - 19. Proxies.

(1)     A member of a company registered under Section 8 shall not be entitled to appoint any other person as his proxy unless such other person is also a member of such company.

(2)     A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten per cent of the total share capital of the company carrying voting rights:

Provided that a member holding more than ten per cent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

(3)     The appointment of proxy shall be in the Form No. MGT.11.

Rule - [20. Voting though electronic means.

(1)   The provisions of this rule shall apply in respect of the general meetings for which notices are issued on or after the date of commencement of this rule. 

[17][(2) Every company which has listed its equity shares on a recognised 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 resolutions proposed to be considered at a general meeting by electronic means:

Provided that a Nidhi, or an enterprise or institutional investor referred to in Chapter X-B or Chapter X-C of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 is not required to provide the facility to vote by electronic means:

[18][Explanation I. For the purpose of this sub-rule, “Nidhi” means a company which has been incorporated as a Nidhi with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from and lending to, its members only, for their mutual benefit, and which complies with such rules as are made by the Central Government for regulation of such class of companies.

Explanation II. For the purposes of this rule, the expression.

(i)       “agency” means the National Securities Depository Limited, the Central Depository Services (India) Limited or any other entity approved by the Ministry of Corporate Affairs subject to condition that the National Securities Depository Limited, the Central Depository Services (India) Limited or such other entity has obtained a certificate from the Standardisation Testing and Quality Certification Directorate, Department of Information Technology, Ministry of Communications and Information Technology, Government of India including with regard to compliance with parameters under Explanation (vi);

(ii)      “cut-off date” means a date not earlier than seven days before the date of general meeting for determining the eligibility to vote by electronic means or in the general meeting;

(iii)     “cyber security” means protecting information, equipment, devices, computer, computer resource, communication device and information stored therein from unauthorised access, use, disclosures, disruption, modification or destruction;

(iv)    “electronic voting system” means a secured system based process of display of electronic ballots, recording of votes of the members and the number of votes polled in favour or against, in such a manner that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralised server with adequate cyber security;

(v)      “remote e-voting” means the facility of casting votes by a member using an electronic voting system from a place other than venue of general meeting.

(vi)    “secured system” means computer hardware, software, and procedure that.

(a)      are reasonably secure from unauthorised access and misuse;

(b)      provide a reasonable level of reliability and correct operation;

(c)      are reasonably suited to performing the intended functions; and

(d)      adhere to generally accepted security procedures;

(vii)   “voting by electronic means” includes “remote e-voting” and voting at the general meeting through an electronic voting system which may be the same as used for remote e-voting.][19]

(3)   A member may exercise his right to vote through voting by electronic means on resolutions referred to in sub-rule (2) and the company shall pass such resolutions in accordance with the provisions of this rule.

(4)   A company which provides the facility to its members to exercise voting by electronic means shall comply with the following procedure, namely.

(i)       the notice of the meeting shall be sent to all the members, directors and auditors of the company either.

(a)      by registered post or speed post ; or

(b)      through electronic means, namely, registered e-mail ID of the recipient; or

(c)      by courier service;

(ii)      the notice shall also be placed on the website, if any, of the company and of the agency forthwith after it is sent to the members;

(iii)     the notice of the meeting shall clearly state.

(A)     that the company is providing facility for voting by electronic means and the business may be transacted through such voting;

(B)     that the facility for voting, either through electronic voting system or ballot or polling paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting;

(C)     that the members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again;

(iv)    the notice shall.

(A)     indicate the process and manner for voting by electronic means;

(B)     indicate the time schedule including the time period during which the votes may be cast by remote e-voting;

(C)     provide the details about the login ID;

(D)     specify the process and manner for generating or receiving the password and for casting of vote in a secure manner'.

(v)      the company shall cause a public notice by way of an advertisement to be published, immediately on completion of despatch of notices for the meeting under clause (i) of sub-rule (4) but at least twenty-one days before the date of general meeting, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having wide circulation in that district, and at least once in English language in an English newspaper having country-wide circulation, and specifying in the said advertisement, inter alia, the following matters, namely.

(i)       statement that the business may be transacted through voting by electronic means;

(ii)      the date and time of commencement of remote e-voting;

(iii)     the date and time of end of remote e-voting;

(iv)    cut-off date;

(v)      the manner in which persons who have acquired shares and become members of the company after the despatch of notice may obtain the login ID and password;

(vi)    the statement that.

(A)     remote e-voting shall not be allowed beyond the said date and time;

(B)     the manner in which the company shall provide for voting by members present at the meeting; and

(C)     a member may participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again in the meeting; and

(D)     a person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting in the general meeting;

(vii)   website address of the company, if any, and of the agency where notice of the meeting is displayed; and

(viii)  name, designation, address, email-id and phone number of the person responsible to address the grievances connected with facility for voting by electronic means:

Provided that the public notice shall be placed on the website of the company, if any, and of the agency;

(vi)    the facility for remote e-voting shall remain open for not less than three days and shall close at 5.00 p.m. on the date preceding the date of the general meeting;

(vii)   during the period when facility for remote e-voting is provided, the members of the company, holding shares either in physical form or in dematerialised form, as on the cut-off date, may opt for remote e-voting:

Provided that once the vote on a resolution is cast by the member, he shall not be allowed to change it subsequently or cast the vote again:

Provided further that a member may participate in the general meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again;

(viii)  at the end of the remote e-voting period, the facility shall forthwith be blocked:

Provided that if a company opts to provide the same electronic voting system as used during remote e-voting during the general meeting, the said facility shall be in operation till all the resolutions are considered and voted upon in the meeting and may be used for voting only by the members attending the meeting and who have not exercised their right to vote through remote e-voting.

(ix)    the Board of Directors shall appoint one or more scrutinisers, who may be Chartered Accountant in practice, Cost Accountant in practice, or Company Secretary in practice or an Advocate, or any other person who is not in employment of the company and is a person of repute who, in the opinion of the Board can scrutinise the voting and remote e-voting process in a fair and transparent manner:

Provided that the scrutinisers so appointed may take assistance of a person who is not in employment of the company and who is well-versed with the electronic voting system;

(x)      the scrutiniser shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority;

(xi)    the Chairman shall, at the general meeting, at the end of discussion on the resolutions on which voting is to be held, allow voting, as provided in clauses (a) to (h) of sub-rule (1) of Rule 21, as applicable, with the assistance of scrutinisers, by use of ballot or polling paper or by using an electronic voting system for all those members who are present at the general meeting but have not cast their votes by availing the remote e-voting facility.

(xii)   the scrutinisers shall, immediately after the conclusion of voting at the general meeting first count the votes cast at the meeting thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company and make, not later than three days of conclusion of the meeting, a consolidated scrutiniser's report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same:

Provided that the Chairman or a person authorised by him in writing shall declare the result of the voting forthwith;

Explanation. It is hereby clarified that the manner in which members have cast their votes, that is, affirming or negating the resolution, shall remain secret and not available to the Chairman, Scrutiniser or any other person till the votes are cast in the meeting.

(xiii)  for the purpose of ensuring that members who have cast their votes through remote e-voting do not vote again at the general meeting, the scrutinisers shall have access, after the closure of period for remote e-voting and before the start of general meeting, to details relating to members, such as their names, folios, number of shares held and such other information that the scrutinisers may require, who have cast votes through remote e-voting but not the manner in which they have cast their votes;

(xiv)  the scrutinisers shall maintain a register either manually or electronically to record the assent or dissent received, mentioning the particulars of name, address, folio number or client ID of the members, number of shares held by them, nominal values of such shares and whether the shares have differential voting right.

(xv)   the register and all other papers relating to voting by electronic means shall remain in the safe custody of the scrutinisers until the Chairman considers, approves and signs the minutes and thereafter, the scrutinisers shall hand over the register and other related papers to the company.

(xvi)  the results declared along with the report of the scrutiniser shall be placed on the website of the company, if any, and on the website of the agency immediately after the result is declared by the Chairman:

Provided that in case of companies whose equity shares are listed on a recognised stock exchange, the company shall, simultaneously, forward the results to the concerned stock exchange or exchanges where its equity shares are listed and such stock exchange or exchanges shall place the results on its or their website.

(xvii) subject to receipt of requisite number of votes, the resolution shall be deemed to be passed on the date of the relevant general meeting.

Explanation. For the purposes of this clause, the requisite number of votes shall be the votes required to pass the resolution as the ‘ordinary resolution’ or the ‘special resolution’, as the case may be, under Section 114 of the Act.

(xviii)   a resolution proposed to be considered through voting by electronic means shall not be withdrawn.]

Rule - 21. Manner in which the Chairman of meeting shall get the poll process scrutinized and report thereon.

(1)     The Chairman of a meeting shall ensure that.

(a)      The Scrutinisers are provided with the Register of Members, specimen signatures of the members, Attendance Register and Register of Proxies.

(b)      The Scrutinisers are provided with all the documents received by the Company pursuant to Sections 105, 112 and Section 113.

(c)      The Scrutinisers shall arrange for Polling papers and distribute them to the members and proxies present at the meeting; in case of joint shareholders, the polling paper shall be given to the first named holder or in his absence to the joint holder attending the meeting as appearing in the chronological order in the folio and the Polling paper shall be in Form No. MGT.12.

(d)      The Scrutinisers shall keep a record of the polling papers received in response to poll, by initialling it.

(e)      The Scrutinisers shall lock and seal an empty polling box in the presence of the members and proxies.

(f)       The Scrutinisers shall open the Polling box in the presence of two persons as witnesses after the voting process is over.

(g)      In case of ambiguity about the validity of a proxy, the Scrutinisers shall decide the validity in consultation with the Chairman.

(h)     The Scrutinisers shall ensure that if a member who has appointed a proxy has voted in person, the proxy's vote shall be disregarded.

(i)       The Scrutinisers shall count the votes cast on poll and prepare a report thereon addressed to the Chairman.

(j)       Where voting is conducted by electronic means under the provisions of Section 108 and rules made thereunder, the company shall provide all the necessary support, technical and otherwise, to the Scrutinisers in orderly conduct of the voting and counting the result thereof.

(k)      The Scrutinisers' report shall state total votes cast, valid votes, votes in favour and against the resolution including the details of invalid polling papers and votes comprised therein.

(l)       The Scrutinisers shall submit the Report to the Chairman who shall countersign the same.

(m)    The Chairman shall declare the result of Voting on poll. The result may either be announced by him or a person authorized by him in writing.

(2)     The scrutinisers appointed for the poll, shall submit a report to the Chairman of the meeting in Form No. MGT.13 and the report shall be signed by the scrutiniser and, in case there is more than one scrutiniser by all the scrutiniser, and the same shall be submitted by them to the Chairman of the meeting within seven days from the date the poll is taken.

Rule - 22. Procedure to be followed for conducting business through postal ballot.

(1)     Where a company is required or decides to pass any resolution by way of postal ballot, it shall send a notice to all the shareholders, along with a draft resolution explaining the reasons therefor and requesting them to send their assent or dissent in writing on a postal ballot because postal ballot means voting by post or through electronic means within a period of thirty days from the date of dispatch of the notice.

(2)     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.

(3)     An advertisement shall be published at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having a wide circulation in that district, about having dispatched the ballot papers and specifying therein, inter alia, the following matters, namely.

(a)      a statement to the effect that the business is to be transacted by postal ballot which includes voting by electronic means;

(b)      the date of completion of dispatch of notices;

(c)      the date of commencement of voting;

(d)      the date of end of voting;

(e)      the statement that any postal ballot received from the member beyond the said date will not be valid and voting whether by post or by electronic means shall not be allowed beyond the said date;

(f)       a statement to the effect that members, who have not received postal ballot forms may apply to the company and obtain a duplicate thereof; and

(g)      contact details of the person responsible to address the grievances connected with the voting by postal ballot including voting by electronic means.

(4)     The notice of the postal ballot shall also be placed on the website of the company forthwith after the notice is sent to the members and such notice shall remain on such website till the last date for receipt of the postal ballots from the members.

(5)     The Board of Directors shall appoint one scrutiniser, who is not in employment of the company and who, in the opinion of the Board can conduct the postal ballot voting process in a fair and transparent manner.

(6)     The scrutiniser shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority.

(7)     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.

(8)     Postal ballot received back from the shareholders shall be kept in the safe custody of the scrutiniser and after the receipt of assent or dissent of the shareholder in writing on a postal ballot, no person shall deface or destroy the ballot paper or declare the identity of the shareholder.

(9)     The scrutiniser shall submit his report as soon as possible after the last date of receipt of postal ballots but not later than seven days thereof;

(10)   The scrutiniser shall maintain a register either manually or electronically to record their assent or dissent received, mentioning the particulars of name, address, folio number or client ID of the shareholder, number of shares held by them, nominal value of such shares, whether the shares have differential voting rights, if any, details of postal ballots which are received in defaced or mutilated form and postal ballot forms which are invalid.

(11)   The postal ballot and all other papers relating to postal ballot including voting by electronic means, shall be under the safe custody of the scrutiniser till the chairman considers, approves and signs the minutes and thereafter, the scrutiniser shall return the ballot papers and other related papers or register to the company who shall preserve such ballot papers and other related papers or register safely.

(12)   The assent or dissent received after thirty days from the date of issue of notice shall be treated as if reply from the member has not been received.

(13)   The results shall be declared by placing it, along with the scrutiniser's report, on the website of the company.

(14)   [20][* * *]

(15)   The provisions of Rule 20 regarding voting by electronic means shall apply, as far as applicable, mutatis mutandis to this rule in respect of the voting by electronic means.

(16)   Pursuant to clause (a) of sub-section (1) of Section 110, the following items of business shall be transacted only by means of voting through a postal ballot.

(a)      alteration of the objects clause of the memorandum and in the case of the company in existence immediately before the commencement of the Act, alteration of the main objects of the memorandum;

(b)      alteration of articles of association in relation to insertion or removal of provisions which, under sub-section (68) of Section 2, are required to be included in the articles of a company in order to constitute it a private company;

(c)      change in place of registered office outside the local limits of any city, town or village as specified in sub-section (5) of Section 12;

(d)      change in objects for which a company has raised money from public through prospectus and still has any unutilized amount out of the money so raised under sub-section (8) of Section 13;

(e)      issue of shares with differential rights as to voting or dividend or otherwise under sub-clause (ii) of clause (a) of Section 43;

(f)       variation in the rights attached to a class of shares or debentures or other securities as specified under Section 48;

(g)      buy-back of shares by a company under sub-section (1) of Section 68;

(h)     election of a director under Section 151 of the Act;

(i)       sale of the whole or substantially the whole of an undertaking of a company as specified under sub-clause (a) of sub-section (1) of Section 180;

(j)       giving loans or extending guarantee or providing security in excess of the limit specified under sub-section (3) of Section 186:

[21][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 upto two hundred are not required to transact any business through postal ballot.]

Rule - 23. Special Notice.

(1)     A special notice required to be given to the company shall be signed, either individually or collectively by such number of members holding not less than one per cent of total voting power or holding shares on which an aggregate sum of [22][not less than five lakh rupees] has been paid up on the date of the notice.

(2)     The notice referred to in sub-rule (1) shall be sent by members to the company not earlier than three months but at least fourteen days before the date of the meeting at which the resolution is to be moved, exclusive of the day on which the notice is given and the day of the meeting.

(3)     The company shall immediately after receipt of the notice, give its members notice of the resolution at least seven days before the meeting, exclusive of the day of dispatch of notice and day of the meeting, in the same manner as it gives notice of any general meetings.

(4)     Where it is not practicable to give the notice in the same manner as it gives notice of any general meetings, the notice shall be published in English language in English newspaper and in vernacular language in a vernacular newspaper, both having wide circulation in the State where the registered office of the Company is situated and such notice shall also be posted on the website, if any, of the Company.

(5)     The notice shall be published at least seven days before the meeting, exclusive of the day of publication of the notice and day of the meeting.

Rule - 24. Resolutions and agreements to be filed.

A copy of every resolution or any agreement required to be filed, together with the explanatory statement under Section 102, if any, shall be filed with the Registrar in Form No. MGT.14 along with the fee.

Rule - 25. Minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions passed by postal ballot.

(1)     (a) A distinct minute book shall be maintained for each type of meeting, namely.

(i)       general meetings of the members;

(ii)      meetings of the creditors;

(iii)     meetings of the Board; and

(iv)    meetings of each of the committees of the Board.

Explanation. For the purposes of this sub-rule, resolutions passed by postal ballot shall be recorded in the minute book of general meetings as if it has been deemed to be passed in the general meeting.

(b)(i) The minutes of proceedings of each meeting shall be entered in the books maintained for that purpose along with the date of such entry within thirty days of the conclusion of the meeting.

(ii) In case of every resolution passed by postal ballot, a brief report on the postal ballot conducted including the resolution proposed, the result of the voting thereon and the summary of the scrutiniser's report shall be entered in the minutes book of general meetings along with the date of such entry within thirty days from the date of passing of resolution.

(d) Each page of every such book shall be initialled or signed and the last page of the record of proceedings of each meeting or each report in such books shall be dated and signed.

(i)       in the case of minutes of proceedings of a meeting of the Board or of a committee thereof, by the chairman of the said meeting or the chairman of the next succeeding meeting;

(ii)      in the case of minutes of proceedings of a general meeting, by the chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that chairman within that period, by a director duly authorised by the Board for the purpose;

(iii)     In case of every resolution passed by postal ballot, by the chairman of the Board within the aforesaid period of thirty days or in the event of there being no chairman of the Board or the death or inability of that chairman within that period, by a director duly authorized by the Board for the purpose.

(e) 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 authorised by the Board [23][* * *].

(f) The minutes books of the Board and committee meetings shall be preserved permanently and kept in the custody of the company secretary of the company or any director duly authorized by the Board for the purpose and shall be kept in the registered office or such place as the Board may decide.

Rule - 26. Copy of minute book of general meeting.

Any member shall be entitled to be furnished, within seven working days after he has made a request in that behalf to the company, with a copy of any minutes of any general meeting, on payment of such sum as may be specified in the articles of association of the company, but not exceeding a sum of ten rupees for each page or part of any page:

Provided that a member who has made a request for provision of soft copy in respect of minutes of any previous general meetings held during a period immediately preceding three financial years shall be entitled to be furnished, with the same free of cost.

Rule - 27. Maintenance and inspection of document in electronic form.

(1)     Every listed company or a company having not less than one thousand shareholders, debenture holders and other security holders, shall maintain its records, as required to be maintained under the Act or rules made thereunder, in electronic form.

Explanation. For the purposes of this sub-rule, it is hereby clarified that in case of existing companies, data [24][may] be converted from physical mode to electronic mode within six months from the date of notification of provisions of Section 120 of the Act.

(2)     The records in electronic form shall be maintained in such manner as the Board of Directors of the company may think fit,

Provided that.

(a)      the records are maintained in the same formats and in accordance with all other requirements as provided in the Act or the rules made thereunder;

(b)      the information as required under the provisions of the Act or the rules made thereunder should be adequately recorded for future reference;

(c)      the records must be capable of being readable, retrievable and reproducible in printed form;

(d)      the records are capable of being dated and signed digitally wherever it is required under the provisions of the Act or the rules made thereunder;

(e)      the records, once dated and signed digitally, shall not be capable of being edited or altered;

(f)       the records shall be capable of being updated, according to the provisions of the Act or the rules made thereunder, and the date of updating shall be capable of being recorded on every updating.

Explanation. For the purpose of this rule, the term “records” means any register, index, agreement, memorandum, minutes or any other document required by the Act or the rules made thereunder to be kept by a company.

Rule - 28. Security of records maintained in electronic form.

(1)     The Managing Director, Company Secretary or any other director or officer of the company as the Board may decide shall be responsible for the maintenance and security of electronic records.

(2)     The person who is responsible for the maintenance and security of electronic records shall.

(a)      provide adequate protection against unauthorized access, alteration or tampering of records;

(b)      ensure against loss of the records as a result of damage to, or failure of the media on which the records are maintained;

(c)      ensure that the signatory of electronic records does not repudiate the signed record as not genuine;

(d)      ensure that computer systems, software and hardware are adequately secured and validated to ensure their accuracy, reliability and consistent intended performance;

(e)      ensure that the computer systems can discern invalid and altered records;

(f)       ensure that records are accurate, accessible, and capable of being reproduced for reference later;

(g)      ensure that the records are at all times capable of being retrieved to a readable and printable form;

(h)     ensure that records are kept in a non-rewriteable and non-erasable format like pdf version or some other version which cannot be altered or tampered;

(i)       ensure that at least one backup, taken at a periodicity of not exceeding one day, are kept of the updated records kept in electronic form, every backup is authenticated and dated and such backups shall be securely kept at such places as may be decided by the Board;

(j)       limit the access to the records to the managing director, company secretary or any other director or officer or persons performing work of the company as may be authorized by the Board in this behalf;

(k)      ensure that any reproduction of non-electronic original records in electronic form is complete, authentic, true and legible when retrieved;

(l)       arrange and index the records in a way that permits easy location, access and retrieval of any particular record; and

(m)    take necessary steps to ensure security, integrity and confidentiality of records.

Rule - 29. Inspection and copies of records maintained in electronic form.

Where a company maintains its records in electronic form, any duty imposed by the Act or rules made thereunder to make those records available for inspection or to provide copies of the whole or a part of those records, shall be construed as a duty to make the records available for inspection in electronic form or to provide copies of those records containing a clear reproduction of the whole or part thereof, as the case may be on payment of not exceeding ten rupees per page.

Rule - 30. Penalty.

If any default is made in compliance with any of the provisions of this rule, the company and every officers or such other person who is in default shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues.

Rule - 31. Report on Annual General Meeting.

(1)     The report in pursuance of the provisions of sub-section (1) of Section 121 shall be prepared in the following manner, namely.

(a)      the report under this section shall be prepared in addition to the minutes of the general meeting;

(b)      the report shall be signed and dated by the Chairman of the meeting or in case of his inability to sign, by any two directors of the company, one of whom shall be the Managing Director, if there is one and company secretary of the company;

(c)      the report shall contain the details in respect of the following, namely.

(i)       the day, date, hour and venue of the annual general meeting;

(ii)      confirmation with respect to appointment of Chairman of the meeting;

(iii)     number of members attending the meeting;

(iv)    confirmation of quorum;

(v)      confirmation with respect to compliance of the Act and the rules, secretarial standards made thereunder with respect to calling, convening and conducting the meeting;

(vi)    business transacted at the meeting and result thereof;

(vii)   particulars with respect to any adjournment, postponement of meeting, change in venue; and

(viii)  any other points relevant for inclusion in the report.

(d)      the Report shall contain fair and correct summary of the proceedings of the meeting.

(2)     The copy of the report prepared in pursuance of sub-section (1) of Section 121 and sub-rule (1), shall be filed with the Registrar in Form No. MGT.15 within thirty days of the conclusion of the annual general meeting along with the fee.