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MINISTRY OF CORPORATE AFFAIRS

NOTIFICATION

New Delhi, the 27th October, 2023

G.S.R. 801(E).—In exercise of the powers conferred by sub-sections (1) and(2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Management and Administration) Rules, 2014, namely:-

1. Short title and commencement.-(1) These rules may be called the Companies (Management and Administration) Second Amendment Rules, 2023.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Management and Administration) Rules, 2014, in rule 9, after sub-rule (3), the following subrules shall be inserted, namely:-

“(4) Every company shall designate a person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the company.

(5) For the purpose of sub-rule(4), the company may designate-

i. a company secretary, if there is a requirement of appointment of such company secretary under the Act and the rules made thereunder; or

ii. a key managerial personnel, other than the company secretary; or

iii. every director, if there is no company secretary or key managerial personnel.

(6) Until a person is designated as referred under sub-rule (4), the following persons shall be deemed to have been designated person;

i. company secretary, if there is a requirement of appointment of such company secretary under the Act and the rules made thereunder; or

ii. every Managing Director or Manager, in case a company secretary has not been appointed; or

iii every director, if there is no company secretary or a Managing Director or

Manager.

(7) Every company shall inform the details of the designated person in Annual return.

(8) If the company changes the designated person at any time, it shall intimate the same to the Registrar in e-form GNL-2 specified under the Companies (Registration Offices and Fees) Rules, 2014. "

[F. No. 01/34/2013 CL-V (Pt-III)]

INDER DEEP SINGH DHARIWAL,

Jt. Secy.

Note: The principal notification was published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide number G.S.R. 260(E) dated 31st March, 2014 and last amended, vide number G.S.R. 44(E) dated 21st January, 2023.