The MCA notified the Companies (Management and Administration) Second Amendment Rules, 2023 on October 27, 2023. These rules are aimed at increasing transparency and accountability in companies, and to improve the corporate governance framework.
The key changes introduced by the new rules are
- Disclosure of beneficial interests: Every company is required to maintain a register of beneficial interests in shares and contributions in Form PAS-8. This register must be updated at least once a year and made available to the Registrar of Companies (ROC) on demand.
- Appointment of a designated person: Every company must appoint a designated person who will be responsible for furnishing information to the ROC with respect to beneficial interests in shares and contributions.
- Enhanced role of the ROC: The ROC has been given enhanced powers to investigate and prosecute cases of non-compliance with the beneficial interest disclosure requirements.
In addition, the new rules also make some minor changes to the Companies (Management and Administration) Rules, 2014, such as clarifying the requirements for disclosing information about related party transactions and the procedure for convening and holding annual general meetings.
Official copy of the notification has been enclosed below