Section 93 of Companies Act, 2013 – Return to be Filed with Registrar in Case Promoters’ Stake Changes

  • Updated Till : December 03, 2022


[Effective from 1st April, 2014]



Applicable Rules

Companies (Management and Administration) Rules, 2014

[Effective from 1st April, 2014]


Applicable Circulars

Filling of MGT-10- Clarification

General Circular No. 17/2014 dated 11-6-2014

In continuation of General Circular No. 06/2014 dated 29.03.2014 and 09/2014 dated 25.04.2014, I am directed to inform you that stakeholders are required to fill Form MGT-10 physically, get it duly signed/ certified by a professional and file it alongwith other required enclosures as attachments with the prescribed General E-Form No. GNL-2. This temporary arrangement will continue till an E-Form for MGT-10 is made available. Fee applicable for MGT-10 will be as per the Table of Fees prescribed in Companies (Registration Offices and Fees) Rules, 2014.

Clarification with regard to format of annual return applicable for Financial Year 2013- 14 and fees to be charged by companies for allowing inspection of records.

General Circular No. 22/2014, dated 25-6-2014

Government has received requests for clarification about the applicability of form of annual return (MGT-7) prescribed under rule 11(1) of the Companies (Management and Administration) Rules, 2014 for financial year(s) commencing earlier than 1st April, 2014. The matter has been examined in the light of provisions of section 92(1) of the Act which requires annual return to contain particulars as they stood on the close of the financial year. It is, clarified that Form MGT-7 shall not apply to annual returns in respect of companies whose financial year ended on or before 1st April, 2014 and for annual returns pertaining to earlier years. These companies may file their returns in the relevant Form applicable under the Companies Act, 1956.

2. Companies have also sought clarity about permitting free of cost inspection of records under rule 14(2) and rule 16 of the rules cited above and till a fee is prescribed for the purpose in the Articles. It is clarified that until the requisite fee is specified by companies, inspections could be allowed without levy of fee.

[1] Omitted by Companies Amendment Act, 2017 vide notification no. F. No. 1/1/2018-CL.I dated 13th June 2018. Prior to ommission it read as under-

“Every listed company shall file a return in the prescribed form  with the Registrar with respect to change in the number of shares held by promoters and top ten shareholders of such company, within fifteen days of such change.”

[2] Omitted by Companies (Management and Administration) Second Amendment Rules, 2018 vide Notification no. F. NO. 1/34/2013 CL-V (Pt-I). Prior to omission it read as under-

“Rule 13. Return of changes in shareholding position of promoters and top ten shareholders.—.Every listed company shall file with the Registrar, a return in Form No. MGT.10, with respect to changes in the shareholding position of promoters and top ten shareholders of the company, in each case, representing increase or decrease by two per cent or more of the paid-up share capital of the company, within fifteen days of such change.”


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