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

  • Updated Till : May 22, 2017

SECTION 93. RETURN TO BE FILED WITH REGISTRAR IN CASE PROMOTERS’ STAKE CHANGES

[Effective from 1st April, 2014]

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.

Applicable Rules

Companies (Management and Administration) Rules, 2014

[Effective from 1st April, 2014]

Rule 13. Return of changes in shareholding position of promoters and top ten shareholders.—.[4] [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.]

[***][3]

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] Form MGT-10 introduced as an eForm w.e.f. 22nd September, 2014.

[2] Words “either value or volume of the shares” omitted by Companies (Management and Administration) Second Amendment Rules, 2014 vide Notification No. G.S.R. 537(E) dated 24th July, 2014

[3] Omitted by Companies (Management and Administration) Second Amendment Rules, 2014 vide Notification No. G.S.R. 537(E) dated 24th July, 2014. Prior to the omission it read as under:

Explanation.—For the purpose of this sub-rule, the “change” means increase or decrease by two percent or more in the shareholding of each of the promoters and each of the top ten shareholders of the company.

[4] Substituted by the Companies (Management and Administration) Amendment Rule, 2016 vide Notification No. F. No. 1/34/2013 CL-V-Part-I dated 23rd September, 2016. Prior to the substitution it read as under:

” Every listed company shall file with the Registrar, a return in Form No. MGT.10 along with the fee with respect to changes relating to either increase or decrease of two percent, or more in the shareholding position of promoters and top ten shareholders of the company in each case, within fifteen days of such change.”

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