Companies (Management and Administration) Rules, 2014
Chapter VII Rules – MCA StandardsPromulgated under Chapter VII (Management and Administration) of the Companies Act, 2013, governing registers of members, annual returns, general meetings, voting procedures, and proxy appointments for private and public companies across India.
| Compliance Area | Rule Reference | Statutory Mandate & Prescribed Form |
|---|---|---|
| Register of Members | Rule 3 – 5 | Maintenance of statutory registers of members, debenture-holders, and security owners in Form MGT-1 and MGT-2 within 7 days of board approval. |
| Beneficial Interest Disclosures | Rule 9 | Declaration of beneficial interest in shares under Section 89 filed in Forms MGT-4, MGT-5, and return to ROC in Form MGT-6 within 30 days. |
| Annual Return Disclosures | Rule 11 – 12 | Every company must file its annual return in Form MGT-7 within 60 days of AGM; certification by Practising Company Secretary in Form MGT-8. |
| General Meeting Notice | Rule 18 | Mandatory 21 clear days notice for convening AGM/EGM, delivered in writing or electronic mode with statement of material facts under Section 102. |
| Electronic Voting (E-Voting) | Rule 20 | Mandatory electronic voting facility for every listed company and companies with 1,000+ shareholders, open for at least 3 days prior to meeting. |
| Postal Ballot | Rule 22 | Prescribed procedure for passing specified resolutions via postal ballot, appointment of scrutinizer, and Form MGT-13 scrutinizer reports. |
Minutes of Proceedings & ICSI Secretarial Standards (SS-1 & SS-2)
Rule 25 – Section 118(10)Minutes Maintenance (Rule 25): A distinct minute book must be maintained for each type of meeting. Entries must be recorded within 30 days of the conclusion of the meeting, each page consecutively numbered and signed by the Chairman.
Mandatory Secretarial Standards (Section 118(10)): Every company is statutorily bound to observe the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) with respect to General Meetings (SS-2) and Board Meetings (SS-1). Non-compliance attracts direct statutory penalties under Section 118(11).