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Section 93 of the Companies Act, 2013 (“the Act”) mandates that every listed companies shall file 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.

As per the wordings of Section 93 of the Act every listed company has to disclose to the ROC when there is any change in number of shares held by promoters or top ten shareholders.

Rule 13 of Companies (Management and Administration) Rules, 2014 goes beyond the Section 93 and provides that:

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, either value or volume of the shares, within fifteen days of such change.

As per the Rule 13 every listed company has to file with ROC in Form MGT-10 when there is any change in the shareholding of promoters or top ten shareholders either value or volume exceeding 2% within 15 days of such changes.

The word “change” has been defined by way of explanation to the Rule 13:

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.


The Rule 13 provide that in case either decrease or increase in the shareholding of 2% or more in the shareholding position of promoters and top ten shareholders of the company, the company shall inform to the ROC. 

Whether 2% of shareholder’s holding or 2% of company’s share capital?

Logically, it should be in 2 % change of share capital of the company. For example - If Mr. A holds 10% share capital of XYZ Limited then at time of  2 % changes in upside or downside, XYZ Limited shall intimate to ROC.

The intimation should be on cumulative 2% changing of the shareholding. As and when change in holding reaches 2% from the last intimation fresh intimation will be mandatory.


For the purpose of calculation of 2% whether market value of the share to be taken into account or face value of shares to be considered?

As per wordings of the Rule it should be on market value of shares. Still we all are awaiting some clarity from ministry.


Responsibility of filing under this provision is given to companies. All the listed companies now will have to maintain a system to track the changes in shareholding of top ten shareholders and promoters.

Under the Regulation 13 of SEBI (Prohibition of Insider Trading) Regulations, 1992 (“Insider trading regulation”) promoters has to intimate to the Stock Exchanges and also to the company when there is change in shareholding and on the basis of intimation of promoters the company intimate to Stock Exchange within 2 days.

But this is not the case under the Companies Act, 2013. Here the extra burden of filing is given to the companies. The promoters and other top ten shareholders will not have to intimate to the company but company has to keep track on their shareholding.

Form MGT-10 is not available on the MCA portal electronically. As per the general circular no 09/2014 dated 25th April, 2014 issued by Ministry of Corporate Affairs, form MGT-10 can be filed as an attachment of Form GNL-2 till MCA make available Form MGT-10  electronically.

By Shashikant Sharma

Company Secretary


Published by

Shashikant Sharma
(Company Secretary )
Category Corporate Law   Report

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