Rule 1Short title and commencement
Principal procedural rules for Chapter VII; effective 1 April 2014.
Finin2minCompanies Act Rules Master Series 06
Management and Administration:
Ownership, Annual Return and General Meetings
A professional rulebook covering sections 88-122, all 31 Management and Administration Rules, section 89 declarations, SBO look-through, annual return, AGM/EGM, notice, quorum, proxies, e-voting, polls, postal ballot, resolutions, minutes and OPC decisions.
31 Rules
Rules 1-31
Rules 1-31
21 Forms
MGT, BEN and GNL interfaces
MGT, BEN and GNL interfaces
21 Clear Days
General-meeting notice
General-meeting notice
30-Day Record Clock
MGT-14, minutes and MGT-15
MGT-14, minutes and MGT-15
Executive architecture
Four governance records must agree
Ownership
MGT registers, depository records, section 89 declarations and SBO look-through.
Annual snapshot
MGT-7/MGT-7A, MGT-8, designated person and public web link.
Member decision
Authority, notice, disclosure, quorum, proxy, voting route and threshold.
Evidence
MGT-14, scrutinizer report, minutes, MGT-15, inspection and electronic integrity.
Validity chain: a numerically successful vote can still fail because of defective notice, missing material facts, absent quorum, duplicate voting, wrong threshold or tampered minutes.
Lifecycle map
Ownership to public governance record
Act gateway
Sections 88-122 working register
| Cluster | Subject | Professional focus |
|---|---|---|
| 88-95 | Registers, beneficial interest, SBO, annual return and inspection | Legal owner, beneficial owner, ultimate individual, preservation and public access. |
| 96-100 | AGM, Tribunal meetings and EGM | Due dates, venue, requisition threshold and Tribunal powers. |
| 101-106 | Notice, explanatory statement, quorum, chair, proxies and voting restrictions | Clear days, material facts, personally present quorum and valid representation. |
| 107-113 | Show of hands, e-voting, poll, postal ballot and representation | Correct voting route, scrutinizer, duplicate-vote control and authorised representatives. |
| 114-117 | Resolution types, special notice, adjourned resolution and filing | Simple majority versus three-times test, procedure and MGT-14. |
| 118-122 | Minutes, inspection, electronic records, AGM report and OPC | SS-2, 30-day entry, permanent records, MGT-15 and sole-member minute route. |
Current rule register
Companies (Management and Administration) Rules
Rule 2Definitions
Act, forms, fees, Regional Director and section; undefined terms follow the Act.
Rule 3Register of members
Maintain MGT-1 separately for each class with identity, holding, transfer, transmission, nomination and cessation data.
Rule 4Debenture and other security-holder register
Maintain MGT-2 with instrument, allotment, transfer, redemption and nomination particulars.
Rule 5Foreign register
Articles, Board approval, MGT-3 notice and duplicate/principal-register integration.
Rule 6Index of names
Maintain a usable index unless the register itself permits ready holder retrieval.
Rule 7Authentication
Company secretary or Board-authorised person authenticates entries and changes.
Rule 8Section 89 beneficial-interest declarations
MGT-4 and MGT-5 within 30 days; company files current MGT-6 within 30 days of receipt.
Rule 9Register closure and designated person
Seven-day closure notice; every company designates a beneficial-interest information contact, discloses it in annual return and intimates change through GNL-2.
Rule 10MGT-8 certification
Listed companies and prescribed companies obtain PCS certification of annual return.
Rule 11Annual return forms
MGT-7A for OPC/small company; MGT-7 for other companies.
Rule 12Annual-return link in Board report
Disclose web link; MGT-9 is no longer a current annual-return extract.
Rule 13Omitted MGT-10 framework
Rule and promoter/top-ten shareholding-change form omitted in 2018.
Rule 14Inspection
Registers and annual returns open for inspection for the prescribed business-hour period.
Rule 15Preservation
Member register permanent; debt/other-security registers and annual returns generally eight years; controlled custody.
Rule 16Copies
Provide requested register/annual-return copies within seven days on prescribed fee.
Rule 17Requisitionists' EGM
Section 100 route, notice, explanatory statement, venue and reimbursement controls.
Rule 18Electronic notice
Registered e-mail, accessible format/link, sender identity, delivery and physical-copy request controls.
Rule 19Proxies
MGT-11, 48-hour deposit, 50-member and 10% capital caps; special rule for holder above 10%.
Rule 20Electronic voting
Listed equity and companies with at least 1,000 members, subject to exceptions; minimum three-day remote window, scrutinizer and duplicate-vote control.
Rule 21Poll
MGT-12 poll paper, scrutinizer and MGT-13 report.
Rule 22Postal ballot
Prescribed business, e-voting, scrutinizer, result and 2018 general-meeting/e-voting relaxation.
Rule 23Special notice
Member notice at least 14 days before meeting; company informs members at least seven days before meeting.
Rule 24MGT-14
Specified resolutions and agreements filed within 30 days with supporting documents.
Rule 25Minutes
Separate books, consecutive pages, entry within 30 days, signatures and no pasting/alteration.
Rule 26Preservation of minutes and records
Minutes permanent; notices, proxies and scrutinizer records preserved under the prescribed/SS-2 period.
Rule 27Electronic maintenance
Mandatory for listed and 1,000-member companies; optional for others, subject to readability and retrieval.
Rule 28Electronic security
Access control, non-rewriteable integrity, India backup and protection against alteration/destruction.
Rule 29Electronic inspection and copies
Secure view/export and permitted physical/electronic copies.
Rule 30Residual penalty
Applies where neither the Act nor Rules prescribe a specific consequence.
Rule 31AGM report
Listed public company prepares and files MGT-15 within 30 days of AGM.
Ownership register
MGT-1, MGT-2, foreign register and authentication
| Control | Requirement | Reconciliation |
|---|---|---|
| Member register | MGT-1 separately for each equity and preference class | PAS-3, SH-4, corporate actions, depository and section 89 declarations |
| Debt/security register | MGT-2 for debentures and other securities | Depository, trustee, interest and redemption records |
| Foreign register | Articles, Board approval, MGT-3 and duplicate in India | Principal register and overseas holder records |
| Authentication | CS or Board-authorised person | User identity, date and audit trail |
| Closure | Seven-day prior notice; maximum 30 days at once and 45 days aggregate yearly | Corporate action calendar and listed-company record date |
Section 89 and section 90
Nominee disclosure and SBO are separate tests
| Feature | Section 89 | Section 90 / SBO Rules |
|---|---|---|
| Purpose | Registered owner differs from beneficial owner | Identify ultimate individual with indirect rights, significant influence or control |
| Threshold | No 10% minimum for declaration | Generally 10% indirect shares, voting or distribution rights; influence/control separately |
| Forms | MGT-4, MGT-5 and MGT-6 | BEN-1, BEN-2, BEN-3 and BEN-4 |
| Core clock | 30 days for declarations and company return | 30-day declaration/return and response clocks |
| Failure response | Beneficial rights and compliance consequences | Company seeks information and can apply to Tribunal for restrictions |
Example: A founder beneficially owns 6% through an employee nominee. MGT-4, MGT-5 and MGT-6 may apply even though the 10% SBO percentage is not crossed.
SBO look-through
Ultimate-individual framework
| Rule/control | Purpose | Working response |
|---|---|---|
| SBO Rule 2 | Definitions and 10% threshold | Trace companies, partnerships, trusts, pooled vehicles and foreign structures to individuals. |
| SBO Rule 3 | BEN-1 | Individual declares within 30 days of becoming SBO or change. |
| SBO Rule 4 | BEN-2 | Reporting company files within 30 days of BEN-1 receipt. |
| SBO Rule 5 | BEN-3 | Maintain register and permit inspection. |
| SBO Rule 6 | BEN-4 | Seek information from suspected SBO or person likely to know. |
| SBO Rule 7 | Tribunal route | Apply within 15 days after response period expires or response is unsatisfactory. |
| SBO Rule 8 | Exemptions | Apply only to specifically covered Government, IEPF, holding-reporting and regulated investment holdings. |
Designated person: every company must identify the person responsible for beneficial-interest information, disclose the particulars in the annual return and report change through GNL-2.
Annual return
MGT-7, MGT-7A and MGT-8 decision matrix
| Company | Annual return | Certification |
|---|---|---|
| OPC or small company | MGT-7A | Signed under section 92; no automatic MGT-8 merely due to private status |
| Other company | MGT-7 | Director and CS/PCS signature route |
| Listed company | MGT-7 | MGT-8 by practising company secretary |
| Prescribed unlisted company | MGT-7 | MGT-8 where paid-up capital is at least Rs. 10 crore or turnover at least Rs. 50 crore |
- File within 60 days of AGM or date AGM should have been held.
- Disclose annual-return web link in Board's report; MGT-9 is obsolete.
- Test OPC/small-company status for the relevant financial year rather than using last year's form.
- Reconcile ownership, meetings, penalties, KMP, shareholding and designated-person data.
Meeting map
Notice, voting and permanent record
AGM and EGM
Core meeting clocks
| Event | Rule |
|---|---|
| First AGM | Within 9 months after close of first financial year |
| Later AGM | Within 6 months after FY end and not more than 15 months after preceding AGM |
| Registrar extension | Up to 3 months for AGM other than first AGM |
| Requisition threshold | At least one-tenth voting capital or voting power |
| Board action on requisition | Proceed within 21 days to hold meeting not later than 45 days from requisition |
| Requisitionist meeting | May be called within 3 months if Board defaults |
| Notice | At least 21 clear days unless valid shorter-notice consent |
Notice and explanatory statement
What members must receive
- Day, date, time, venue and nature of meeting.
- Business classified as ordinary or special.
- Section 102 material facts, interests, shareholding and documents available for inspection.
- Attendance slip, route map and MGT-11 with clear instructions where applicable.
- E-voting period, cut-off date, agency, scrutinizer and help details.
- Justification for independent-director appointment and performance-evaluation information for reappointment.
SS-2 reckoning: exclude the day notice is sent and the meeting day; where sent by post or courier, allow two additional days for service.
Quorum, proxy and representation
Attendance is not one universal count
| Company/event | Minimum / treatment |
|---|---|
| Private company | Two members personally present, unless articles require more |
| Public company up to 1,000 members | Five personally present |
| Public company 1,001-5,000 members | Fifteen personally present |
| Public company above 5,000 members | Thirty personally present |
| Proxy | Does not count as member personally present for statutory quorum |
| Corporate representative | Treated as member personally present under section 113 |
| General proxy cap | Not more than 50 members and not more than 10% voting share capital |
| Member above 10% | May appoint one proxy who cannot act for another member |
Voting routes
Hands, electronic voting, poll and postal ballot
| Route | When used | Control |
|---|---|---|
| Show of hands | Default where poll/e-voting framework does not determine result | One vote per member personally present, subject to Act |
| Remote e-voting | Listed equity and companies with at least 1,000 members, subject to exceptions | At least three days, closes 5 p.m. day before meeting; no second vote |
| Poll | Valid demand or chair's decision | MGT-12, scrutinizer and MGT-13 |
| Postal ballot | Prescribed business or permitted voluntary route | Notice, e-voting, scrutinizer and result under Rule 22 and SS-2 |
Duplicate-vote example: A member who voted remotely may attend the meeting but cannot vote again. The scrutinizer must remove any duplicate attempt.
Resolution thresholds
Ordinary, special and special notice
| Concept | Test |
|---|---|
| Ordinary resolution | Votes in favour exceed votes against |
| Special resolution | Votes in favour are at least three times votes against, with proper special-resolution notice |
| Special notice | Eligible member notice procedure for specified matters; final resolution type depends on the relevant section |
| Adjourned meeting resolution | Treated as passed on the date actually passed, not original meeting date |
72:28 result: The special resolution fails because 72 is not at least three times 28.
Filing and minutes
Decision evidence after voting
| Record | Deadline | Integrity control |
|---|---|---|
| MGT-14 | 30 days from specified resolution/agreement | Attach notice, statement, resolution/agreement and altered constitution where applicable |
| Minutes | Enter within 30 days | Consecutively numbered, initialled/signed, fair summary, no pasting or alteration |
| Minute copy | Seven working days from valid request and fee | Certified extract/copy |
| MGT-15 | 30 days after listed public company AGM | Separate from minutes; reconcile with attendance and voting result |
| Annual return | 60 days after AGM/due date | Reconcile date and meeting particulars |
Tampering: replacing signed pages or inserting paragraphs after signature can trigger section 118 penalties and evidentiary consequences.
Electronic records
Readability is not enough
- Authorised access and role-based changes.
- Audit trail showing identity, date and change.
- Non-rewriteable or integrity-protected format where prescribed.
- Daily backup at a place in India.
- Searchable inspection without granting access to the live master database.
- Ability to reproduce a legible physical copy.
OPC route
Section 122 substitutes the meeting machinery
Where an OPC matter ordinarily requires a member resolution, it is sufficient for the sole member to communicate the resolution, enter it in the minute book and sign and date it. That date is treated as the meeting date. Do not create fictional quorum, proxy or voting papers.
Forms and registers
MGT, BEN and GNL compliance matrix
| Form/record | Purpose |
|---|---|
| MGT-1 | Register of members |
| MGT-2 | Register of debenture and other security holders |
| MGT-3 | Foreign-register situation/change/discontinuance |
| MGT-4 | Registered owner's section 89 declaration |
| MGT-5 | Beneficial owner's section 89 declaration |
| MGT-6 | Company return for section 89 declaration |
| MGT-7 | Annual return - companies other than OPC/small company |
| MGT-7A | Abridged annual return - OPC and small company |
| MGT-8 | PCS certification of annual return |
| MGT-9 | Obsolete former annual-return extract |
| MGT-10 | Omitted former shareholding-change return |
| MGT-11 | Proxy instrument |
| MGT-12 | Poll paper |
| MGT-13 | Scrutinizer's poll report |
| MGT-14 | Specified resolutions and agreements |
| MGT-15 | Listed public company AGM report |
| BEN-1 | SBO declaration |
| BEN-2 | Company SBO return |
| BEN-3 | SBO register |
| BEN-4 | Notice seeking SBO information |
| GNL-2 | Change in designated-person particulars |
Obsolete-form control: MGT-9 and MGT-10 are not current filings.
Practical cases
Fourteen professional scenarios
1. Nominee below 10%: Section 89 declarations apply even without SBO status.
2. Corporate chain at 12%: Trace majority-stake chain to the ultimate individual for BEN-1.
3. No designated person: Deemed-person rules apply until formal designation.
4. Wrong annual return: A company that ceased to be small cannot use MGT-7A.
5. AGM 16 months after prior AGM: The independent 15-month test is breached.
6. Requisition ignored: Eligible requisitionists may call the EGM within three months.
7. AGM on five-day notice with 80% consent: Shorter-notice threshold is not met.
8. Proxy represents 70 members: The 50-member numerical cap is breached.
9. Remote vote repeated: Attendance is allowed, second vote is not.
10. Special resolution 72:28: Fails the three-times test.
11. Articles altered without MGT-14: File within 30 days with altered articles.
12. Minutes edited after signing: Prohibited tampering.
13. Listed AGM report only: MGT-15 does not replace minutes.
14. OPC creates proxy forms: Use the section 122 minute-book route instead.
Audit and secretarial checklist
Year-end and meeting evidence pack
Ownership and annual return
- MGT-1/MGT-2 and depository reconciliation
- MGT-4/5/6 and BEN analysis
- Designated-person confirmation
- MGT-7/7A and MGT-8 selection memo
- Annual-return web link and filing acknowledgement
Meeting and voting
- Authority, notice and section 102 statement
- Proxy/representative and quorum sheet
- E-voting and scrutinizer records
- Poll/postal-ballot evidence
- MGT-14, minutes and MGT-15
Immediate red flags
| Red flag | Why it matters |
|---|---|
| MGT-7A used because company is private | Form depends on OPC/small-company status, not private status alone. |
| SBO tested only from direct holdings | SBO is primarily an indirect look-through test. |
| Proxy counted in quorum | Proxy is not personally present. |
| Special notice treated as special resolution | Procedure and voting threshold are separate questions. |
| Signed minutes replaced | Creates tampering and evidence risk. |
Finin2min Q&A
Quick answers
Which annual-return form does a small company use?
MGT-7A.
MGT-7A.
Is MGT-9 still required?
No; disclose the annual-return web link in the Board's report.
No; disclose the annual-return web link in the Board's report.
Do proxies count for quorum?
No, but an authorised corporate representative is treated differently.
No, but an authorised corporate representative is treated differently.
When is MGT-14 due?
Within 30 days of the specified resolution or agreement.
Within 30 days of the specified resolution or agreement.
Which standard governs general meetings?
Revised SS-2 effective from 1 April 2024.
Revised SS-2 effective from 1 April 2024.
Primary-source and update control
Companies Act, 2013 - sections 88-122; Companies (Management and Administration) Rules, 2014 and amendments; Companies (Significant Beneficial Owners) Rules, 2018; revised ICSI SS-2.
The package includes the October 2023 designated-person framework and the July 2024 MGT-6 form substitution. Apply current MCA webforms, SEBI, depository and company-specific requirements on the decision date.