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Core Purpose

Notification amending the Companies (Management and Administration) Rules, 2014 to require companies to designate a person responsible for furnishing information on beneficial interest in shares.

Detailed Summary

The Ministry of Corporate Affairs issued Notification G.S.R. 801(E) dated 27th October 2023, under sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), making the Companies (Management and Administration) Second Amendment Rules, 2023, effective from Official Gazette publication. The amendment to the Companies (Management and Administration) Rules, 2014 inserts new sub-rules (4) to (8) after rule 9(3): sub-rule (4) requires every company to designate a person responsible for furnishing, and extending cooperation for providing, information to the Registrar or any authorised officer regarding beneficial interest in shares; sub-rule (5) specifies that the designated person may be the company secretary (where appointment is mandatory under the Act), another key managerial personnel other than the company secretary, or every director (where no company secretary or KMP exists); sub-rule (6) deems the company secretary, or every Managing Director or Manager (if no company secretary), or every director (if neither exists), as the designated person until one is formally designated; sub-rule (7) requires companies to report the designated person's details in the Annual Return; and sub-rule (8) requires companies to intimate any change of designated person to the Registrar in e-Form GNL-2 specified under the Companies (Registration Offices and Fees) Rules, 2014. The principal notification, the Companies (Management and Administration) Rules, 2014, was published vide G.S.R. 260(E) dated 31st March 2014 and last amended vide G.S.R. 44(E) dated 21st January 2023. Issued under F. No. 01/34/2013 CL-V (Pt-III) and signed by Inder Deep Singh Dhariwal, Joint Secretary.

Full Text

6847 GI/202 3 (1) रजिस्ट्री सं. डी.एल.- 33004/99 REGD. No . D. L. -33004/99 EXTRAORDINARY PART II —Section 3 —Sub-section ( i) PUBLISHED BY AUTHORITY No. 623] NEW DELHI, FRIDAY , OCTOBER 2 7, 2023/ KARTIKA 5, 1945 CG-DL-E-27102023-249763 MINISTRY OF CORPORATE AFFAIRS NOTIFICATION New Delhi, the 27th October, 2023 G.S.R. 801(E).—In exercise of the powers conferred by sub -sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Management and Administration) Rules, 2014, namely: - 1. Short title and commencement .-(1) These rules may be called the Companies (Management and Adminis tration) Second Amendment Rules, 2023. (2) They shall come into force on the date of their publication in the Official Gazette. 2. In the Companies (Management and Administration) Rules, 2014, in rule 9, after sub -rule (3), the following sub- rules shall be inserted, namely: - “(4) Every company shall designate a person who shall be responsible for furnishing , and extending co-opera tion for providing , information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the company . (5) For the purpose of sub -rule( 4), the company may designate - (i) a company secretary , if there is a requirement of appointment of such company secretary under the Act and the rules made thereunder ; or (ii) a key managerial personn el, other than the company secretary; or (iii) every director, if there is no company secretary or key managerial personnel . (6) Until a person is designated as referred under sub -rule (4), the following persons shall be deemed to have been designated person; (i) company secretary, if there is a requirement of appointment of such company secretary under the Act and the rules made thereunder; or (ii) every Managing Director or Manager, in case a company secretary has not been appointed; or (iii) every director, if there is no company secretary or a Managing Director or Manager. (7) Every company shall i nform the details of the designated person in Annual return. (8) If the company changes the designated person at any time, it shall intimate the same to the Registrar in e-form GNL -2 specified under the Companies (Registration Offices and Fees) Rules, 2014. [F. No. 01/34/2013 CL -V (Pt -III)] INDER DEEP SINGH DHARIWAL , Jt. Secy. Note: The principal notification was published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i) , vide number G.S.R. 260(E) dated 31st March, 2014 and last amended, vide number G.S.R. 44(E) dated 21st January, 2023. Uploaded by Dte. of Printing at Government of India Press, Ring R oad, Mayapuri, New Delhi -110064 and Published by the Controller of Publications , Delhi -110054.

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