PROVISIONS SECTION 88 AND 89 OF THE ACT READ WITH RULES

[aashish golcha]

Dear All,

Please find the notes on Section 88 and 89 of the Act.

CHATPER 7 - MANAGEMENT AND ADMINISTRATION

 

SECTION 88 AND 89 OF THE COMPANIES ACT, 2013

 

SOME IMPORTANT POINTS TAKEN FROM THE ACT AND THE NOTIFIED RULES

 

Section 88: Register of Members, etc.

 

Particulars	Provisions in the Act / Rules
Every Company (limited by shares) to maintain Register of Members, from its incorporation, along with index of the names.	Register of Member to be as per Form No. MGT.1   Existing Companies, to comply with this requirement within 6 Months   Index of names not required if Members are less the 50
Every Company (not having share capital) to maintain Register of Members, from its incorporation.	Register of Member to contain the following details: - Name, address, email id, PAN / CIN, Father’s/Mother’s/Spouse’s name, occupation, status, nationality, name of guardian (in case of minor), DOB, name and address of nominee - Date of becoming a member - date of cessation - amount of guarantee, if any - any other interest, if any - instruction if any, given by member with regard to send of notices, etc.   Existing Companies, to comply with this requirement within 6 Months   Index of names not required if Members are less the 50
Every Company having / issuing debentures of any other security shall maintain separate register	Register of debenture holder or security holder to be as per Form No.MGT.2   Index of names not required if Members are less the 50
Time limit for making entry in Register in case of allotment / transfer / any other change	Within 7 days of approval in BM or any Committee
In case of Listed Companies, (listed in or outside India), then details of any pledge, charge, lien or hypothecation created by the promoters	To be entered within 15 days from such event.
Place of maintaining Register	In the Registered office   If Special Resolution is passed in GM, then at any other place where 1/10 of total member reside.
Concept of Foreign Register introduced.	If Articles Authorize, then Foreign Register can be kept outside India, containing details members / debenture holder / holder of any other security resident in that Country. The main Register maintained in India is the Principal Register.   Form No.MGT.3 to be filed with 30 days of opening / Change of details / discontinuance of Foreign Register.
Manner of Authentication of each entries in the Registers (including Index)	By the Company Secretary or any other person authorized by the Board in this regard.
Penalty for non-compliance of Section 88	Company and every Officer in default shall be punishable with fine of not less than Rs.50,000/- may extend up to Rs.3 Lakhs.   In case of continuing default, fine may extend to Rs.1000/- per day, after the 1st day during which the default continues.

 

Section 89: Declaration in respect of beneficial interest in any share:

 

Particulars		Provisions in the Act / Rules
Duty of the Person holding beneficial interest	Person holding beneficial interest in shares	To file declaration (including any changes made thereafter) with the Company in Form No.MGT.4 in duplicate with 30 days from the date of entry in the register of member.
	Every person holding and exempted from furnishing declaration or acquiring a beneficial interest in shares of a company	To file declaration (including any changes made thereafter) with the Company in Form No.MGT.5 in duplicate with 30 days from the date of entry in the register of member.
Penalty if a person fails to make declaration, without any reasonable cause		Fine of Rs.50000/-   In case of continuing default, fine may extend to Rs.1000/- per day, after the 1st day during which the default continues.
Duty of the Company	To make note in the Register and to file with Registrar of Companies	In Form No.MGT.6 within 30 days from date of receipt of declaration
Penalty if Company fails to file return		Company and every Officer in default shall be punishable with fine of not less than Rs.500/- may extend up to Rs.1000.   In case of continuing default, fine may extend to Rs.1000/- per day, after the 1st day during which the default continues.

 

Regards

Aashish A Golcha

Company Secretary in Practice

Ph: 9710192058

[gbalajiacs]

Dear Mr Aashish A Golcha,

Thanks for your presentation.

It is good. Keep writing.

Regards

G Balaji

Learn to love; Love to learn.

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[CS Prakash Bharadwaj]

Thanks  Mr. Golcha,

It was very informative.

Rgds,

Prakash Bharadwaj

[CS CMA Meena]

Dear Mr Aashish,

My Query is, as per  above details , The  Members Register  will have to  maintained  as per MGT 1 format from the date of Incorporation or   transaction after 1st April 2014?

[aashish golcha]

Dear Ms. Meena,

Sorry for the delayed reply. It has to be maintained from the date of Incorporation of the company.

Regards

Aashish A Golcha

[CS CMA Meena]

Thanks Mr Aashish

[Balaji Saktheesh]

Dear sir,

Every person holding and exempted from furnishing declaration or acquiring a beneficial interest in shares of a company....Who are all exempted from  furnishing declaration ?