Management and Administration

Companies (Management and Administration) Rules, 2014

Section 88: Registers

1. Types of Registers
a. Register of Members (Incl Preference and Equity)
b. Register of Debenture Holders
c. Register of Other Security Holders
2. Forms
a. Form MGT 1
b. Form MGT 2
c. Form MGT 2
3. Preserved,
a. Permanently
b. 8 months from the date of redemption
c. 8 months from the date of redemption
4. Register to be kept at,
a. Registered Office (or)
b. Any other place after passing special resolution

Such place should be - Within City/Town/Village where registered office is situated

Where 1/10th of the total members reside

1. Foreign Register,
a. It is a register of members or debenture holders or other security holders maintained outside
India which shall have the details of members or debenture holders or other security holders
resides outside India.
b. It is not mandatory for companies to maintain foreign register
c. Companies should convey to ROC regarding foreign register within 30 days from the date of
opening and closure of such register in Form MGT 3
d. Every company should maintain duplicate register of such foreign register in registered office
and all entries made in foreign register should be recorded in duplicate register within 15 days
of posting
2. Authentication of Entries,
a. Every entry in Register should be authenticated by
i. Company Secretary
ii. Any such person authorized by the board

Section 91: Closure of Register

 1. Reason for Closure

Company Closes the register to determine Cut - off - date or Record date to decide eligibility and
liability

1. Time Period for Closure

a. 45 Days in a year (or)
b. 30 Days at once
2. Notice of Closure

Notice of closure of register shall given7 days before the date of closure in English and Vernacular
languages.

Such notice is applicable for listed company companies and companies in the process of listing.
Private Companies shall intimate closure prior to 7 days.

Section 94: Inspection

1. Every register, returns and indices are available for inspection by,
a. all members, debenture holders, creditors and other beneficiaries at free of cost
b. any other person in payment of Rs. 50
2. Time period for inspection shall not be less than 2 hours on every business days.
3. Any extract from register or index or return can be taken in payment of such fee not exceeding
Rs. 10.
4. Not available for inspection of such information of members and others mentioned below
a. Address and Registered Address
b. PAN Number
c. Unique Identification Number
d. E - Mail Address

Section 92: Annual Returns

1. It is a return filed by every companies mandatorily to ROC.
2. It is a disclosure of Non Financial Matters.
3. Annual Return to be filed with ROC within 60 from the date AGM or due date on which AGM is
supposed to be conducted.
4. Format for annual returns are prescribed for,
a. All Companies in Form MGT 7.
b. Small and OPC Companies in Form MGT 7A.
c. Foreign Company in Form FC 4.
5. Annual Return to be signed by,
a. Small Company & OPC - CS & Director, if CS not available then directors of company
b. Other Company - CS & Director, if CS not available then PCS & Director
6. Annual Return
a. Listed Company
b. Company having
 i. Paid up share capital more than 10Cr.
ii. Turnover of more than 50Cr, shall be certified by PCS in Form MGT 8.
7. Filed return shall be preserved for 8 years from the date of filing.

Section 96: Annual General Meeting

1. Company shall conduct AGM once in a year.
2. If Company incorporated,
a. on or before 31st Dec then, FY will end on 31st Mar of next year. (General Rule)
b. on or after 01st Jan then, FY will end on 31 Mar of next year. (Exception Rule)
3. Company should its,
a. 1st AGM - within 9 months from the end of FY (No extension available)
b. 2nd AGM - Within 6 months from the end of FY.
4. However, there should not be gap of more than 15 months between two AGMs.
5. Extension of AGM for 3 months is available in application requesting to ROC, which is not
applicable for 1st AGM.
6. AGM to be held at,
a. Registered Office (or)
b. Within City/Town/Village
7. Unlisted company can conduct AGM anywhere in India with prior consent of all the members
8. AGM to be conducted in Business hours (9AM to 6PM)
9. AGM cannot be conducted on National Holidays - 15th, 26th and 2nd.

Section 121: Report of AGM

Report of AGM to be filed by listed company with ROC within 30 days of conclusion of AGM in
Form MGT 15.