TaxTMI 
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TaxTMI 
Chapter VII - The Companies (Management and Administration) Rules, 2014.
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....ssion of Companies (Central Government's) General Rules and Forms, 1956 or any other relevant rules prescribed under the Companies Act, 1956 (1 of 1956) on matters covered under these rules, except as respects things done or omitted to be done before such supersession, the Central Government hereby makes the following rules, namely: - 1. Short title and commencement.- (1) These rules may be called the Companies (Management and Administration) Rules, 2014. (2) They shall come into force on the 1st day of April, 2014. 2.Definitions.- (1) In these rules, unless the context otherwise requires, (a) ''Act'' means the Companies Act, 2013 (18 of 2013); (b) ''Annexure'' means the Annexure to these Rules; (c) ''Fees'' means the fees as specified in the Companies (Registration offices and fees) Rules, 2014; (d) ''Form'' or an e-form means an form set forth in Annexure to these rules which shall be used for the matter to which it relates; (e) ''Regional Director'' means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director; (f) ''section'' means section of the Act; (2) Words and expressions used in these rules but not define....
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....he keeping of the register at any other place within the city, town or village in which the registered office is situated or any other place in India in which more than one-tenth of the total members entered in the register of members reside. (3) Consequent upon any forfeiture, buy-back, reduction, sub-division, consolidation or cancellation of shares, issue of sweat equity shares, transmission of shares, shares issued under any scheme of arrangements, mergers, reconstitution or employees stock option scheme or any of such scheme provided under this Act or by issue of duplicate or new share certificates or new debenture or other security certificates, entry shall be made within seven days after approval by the Board or committee, in the register of members or in the respective registers, as the case may be. (4) If any change occurs in the status of a member or debenture holder or any other security holder whether due to death or insolvency or change of name or due to transfer to Investor Education Protection Fund or due to any other reason, entries thereof explaining the change shall be made in the respective register. (5) If any rectification is made in the register maintained ....
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....ferred to as the "foreign register"). (2) The company shall, within thirty days from the date of the opening of any foreign register, file with the Registrar notice of the situation of the office in Form No.MGT.3 along with the fee where such register is kept; and in the event of any change in the situation of such office or of its discontinuance, shall, within thirty days from the date of such change or discontinuance, as the case may be, file notice in Form No.MGT.3 with the Registrar of such change or discontinuance. (3) A foreign register shall be deemed to be part of the company's register (hereafter in this rule referred to as the "principal register") of members or of debenture holders or of any other security holders or beneficial owners, as the case may be. (4) The foreign register shall be maintained in the same format as the principal register. (5) A foreign register shall be open to inspection and may be closed, and extracts may be taken there from and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register, except that the advertisement before closing the register shall be inserted in at least two newspap....
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....mbers of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares (hereinafter referred to as "the registered owner"), shall file with the company, a declaration to that effect in Form No.MGT.4 in duplicate, within a period of thirty days from the date on which his name is entered in the register of members of such company: Provided that where any change occurs in the beneficial interest in such shares, the registered owner shall, within a period of thirty days from the date of such change, make a declaration of such change to the company in Form No.MGT.4 in duplicate. (2) Every person holding and exempted from furnishing declaration or acquiring a beneficial interest in shares of a company not registered in his name (hereinafter referred to as "the beneficial owner") shall file with the company, a declaration disclosing such interest in Form No. MGT.5 in duplicate, within thirty days after acquiring such beneficial interest in the shares of the company: Provided that where any change occurs in the beneficial interest in such shares, the beneficial owner shall, within a period of thirty days from the date of such change, make....
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....m 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. 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. 14. Inspection of registers, returns etc.- (1) The registers and indices maintained pursuant to section 88 and copies of returns prepared pursuant to section 92, shall be open for inspection during business hours, at such reasonable time on every working day as the board may decide, by any member, debenture holder, other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection. Explanation.- For the purposes of this sub-rule, reasonable time of not less than two hours on every working day shall be considered by the company. (....
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....mpany but not exceeding rupees ten for each page and such copy shall be supplied by the company within a period of seven days from the date of deposit of fee to the company. 17. Calling of Extraordinary general meeting by requistionists.- (1) The members may requisition convening of an extraordinary general meeting in accordance with sub-section (4) of section 100, by providing such requisition in writing or through electronic mode at least clear twenty-one days prior to the proposed date of such extraordinary general meeting. (2) The notice shall specify the place, date, day and hour of the meeting and shall contain the business to be transacted at the meeting.- Explanation.- For the purposes of this sub-rule, it is here by clarified that requistionists should convene meeting at Registered office or in the same city or town where Registered office is situated and such meeting should be convened on working day. (2) If the resolution is to be proposed as a special resolution, the notice shall be given as required by sub-section (2) of section 114. (4) The notice shall be signed by all the requistionists or by a requistionists duly authorised in writing by all other requistioni....
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.... be made by only those members who have not got their email id recorded or to update a fresh email id and not from the members whose e-mail ids are already registered. (ii) The subject line in e-mail shall state the name of the company, notice of the type of meeting, place and the date on which the meeting is scheduled. (iii) If notice is sent in the form of a non-editable attachment to e-mail, such attachment shall be in the Portable Document Format or in a non-editable format together with a 'link or instructions' for recipient for downloading relevant version of the software. (iv) When notice or notifications of availability of notice are sent by e-mail, the company should ensure that it uses a system which produces confirmation of the total number of recipients e-mailed and a record of each recipient to whom the notice has been sent and copy of such record and any notices of any failed transmissions and subsequent re-sending shall be retained by or on behalf of the company as ''proof of sending''. (v) The company's obligation shall be satisfied when it transmits the e-mail and the company shall not be held responsible for a failure in transmission beyond its con....
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....f votes of the members and the number of votes polled in favour or against, such that the entire voting exercised by way of electronic means gets registered and counted in an electronic registry in a centralized server with adequate 'cyber security'; (ii) the expression ''secured system'' means computer hardware, software, and procedure that - (a) are reasonably secure from unauthorized access and misuse; (b) provide a reasonable level of reliability and correct operation; (c) are reasonably suited to performing the intended functions; and (d) adhere to generally accepted security procedures. (iii). the expression "Cyber security" means protecting information, equipment, devices, computer, computer resource, communication device and information stored therein from unauthorised access, use, disclosures, disruption, modification or destruction. (3) A company which opts to provide the facility to its members to exercise their votes at any general meeting by electronic voting system shall follow the following procedure, namely; (i) the notices of the meeting shall be sent to all the members, auditors of the company, or directors either - (a) by registered post or speed....
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....change it subsequently. (viii) at the end of the voting period, the portal where votes are cast shall forthwith be blocked. (ix) the Board of directors shall appoint one scrutinizer, who may be chartered Accountant in practice, Cost Accountant in practice, or Company Secretary in practice or an advocate, but not in employment of the company and is a person of repute who, in the opinion of the Board can scrutinize the e-voting process in a fair and transparent manner: Provided that the scrutinizer so appointed may take assistance of a person who is not in employment of the company and who is well-versed with the e-voting system; (x) the scrutinizer shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority; (xi) the scrutinizer shall, within a period of not exceeding three working days from the date of conclusion of e-voting period, unblock the votes in the presence of at least two witnesses not in the employment of the company and make a scrutinizer's report of the votes cast in favour or against, if any, forthwith to the Chairman; (xii) the scrutinizer shall maintain a register either manually or electronically to record th....
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....poll and prepare a report thereon addressed to the Chairman. (j) Where voting is conducted by electronic means under the provisions of section 108 and rules made thereunder, the company shall provide all the necessary support, technical and otherwise, to the Scrutinizers in orderly conduct of the voting and counting the result thereof. (k) The Scrutinizers' report shall state total votes cast, valid votes, votes in favour and against the resolution including the details of invalid polling papers and votes comprised therein. (l) The Scrutinizers shall submit the Report to the Chairman who shall counter-sign the same. (m) The Chairman shall declare the result of Voting on poll. The result may either be announced by him or a person authorized by him in writing. (2) The scrutinizers appointed for the poll, shall submit a report to the Chairman of the meeting in Form No. MGT.13 and the report shall be signed by the scrutinizer and, in case there is more than one scrutinizer by all the scrutinizer, and the same shall be submitted by them to the Chairman of the meeting within seven days from the date the poll is taken. 22. Procedure to be followed for conducting business through....
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.... a fair and transparent manner. (6) The scrutinizer shall be willing to be appointed and be available for the purpose of ascertaining the requisite majority. (7) If a resolution is assented to by the requisite majority of the shareholders by means of postal ballot including voting by electronic means, it shall be deemed to have been duly passed at a general meeting convened in that behalf. (8) Postal ballot received back from the shareholders shall be kept in the safe custody of the scrutinizer and after the receipt of assent or dissent of the shareholder in writing on a postal ballot, no person shall deface or destroy the ballot paper or declare the identity of the shareholder. (9) The scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots but not later than seven days thereof; (10) The scrutinizer shall maintain a register either manually or electronically to record their assent or dissent received, mentioning the particulars of name, address, folio number or client ID of the shareholder, number of shares held by them, nominal value of such shares, whether the shares have differential voting rights, if any, details of postal ....
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....151 of the Act; (i) sale of the whole or substantially the whole of an undertaking of a company as specified under sub-clause (a) of sub-section (1) of section 180; (j) giving loans or extending guarantee or providing security in excess of the limit specified under sub-section (3) of section 186: Provided that One Person Company and other companies having members upto two hundred are not required to transact any business through postal ballot. 23. Special Notice.- (1) A special notice required to be given to the company shall be signed, either individually or collectively by such number of members holding not less than one percent of total voting power or holding shares on which an aggregate sum of not less than five lakh rupees has been paid up on the date of the notice. (2) The notice referred to in sub-rule (1) shall be sent by members to the company not earlier than three months but at least fourteen days before the date of the meeting at which the resolution is to be moved, exclusive of the day on which the notice is given and the day of the meeting. (3) The company shall immediately after receipt of the notice, give its members notice of the resolution at least seve....
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....mittee thereof, by the chairman of the said meeting or the chairman of the next succeeding meeting; (ii) in the case of minutes of proceedings of a general meeting, by the chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that chairman within that period, by a director duly authorised by the Board for the purpose; (iii) In case of every resolution passed by postal ballot, by the chairman of the Board within the aforesaid period of thirty days or in the event of there being no chairman of the Board or the death or inability of that chairman within that period, by a director duly authorized by the Board for the purpose. (e) The minute books of general meetings, shall be kept at the registered office of the company and shall be preserved permanently and kept in the custody of the company secretary or any director duly authorised by the board or at such other place as may be approved by the Board. (f) The minutes books of the Board and committee meetings shall be preserved permanently and kept in the custody of the company secretary of the company or any director duly authorized by the Board for the purpose and ....
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....t, memorandum, minutes or any other document required by the Act or the rules made there under to be kept by a company. 28. Security of records maintained in electronic form.- (1) The Managing Director, Company Secretary or any other director or officer of the company as the Board may decide shall be responsible for the maintenance and security of electronic records. (2) The person who is responsible for the maintenance and security of electronic records shall- (a) provide adequate protection against unauthorized access, alteration or tampering of records; (b) ensure against loss of the records as a result of damage to, or failure of the media on which the records are maintained; (c) ensure that the signatory of electronic records does not repudiate the signed record as not genuine; (d) ensure that computer systems, software and hardware are adequately secured and validated to ensure their accuracy, reliability and consistent intended performance; (e) ensure that the computer systems can discern invalid and altered records; (f) ensure that records are accurate, accessible, and capable of being reproduced for reference later; (g) ensure that the records are at all t....
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....nability to sign, by any two directors of the company, one of whom shall be the Managing director, if there is one and company secretary of the company; (c) the report shall contain the details in respect of the following, namely:- (i) the day, date, hour and venue of the annual general meeting; (ii) confirmation with respect to appointment of Chairman of the meeting; (iii) number of members attending the meeting; (iv) confirmation of quorum; (v) confirmation with respect to compliance of the Act and the Rules, secretarial standards made there under with respect to calling, convening and conducting the meeting; (vi) business transacted at the meeting and result thereof; (vii) particulars with respect to any adjournment, postponement of meeting, change in venue; and (viii) any other points relevant for inclusion in the report. (d) the Report shall contain fair and correct summary of the proceedings of the meeting. (2) The copy of the report prepared in pursuance of sub-section (1) of section 121 and sub-rule (1), shall be filed with the Registrar in Form No. MGT.15 within thirty days of the conclusion of the annual general meeting along with the fee. File No. 0....
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....¾à¤œà¤ªà¤¤à¥à¤° : असाधारण 87 Father's/Mother's/ Spouse's name: Status: Occupation: PAN No. Nationality: In case member is a minor, Name of Guardian: Date of birth of minor: Details of membership Date of becoming member: Date of declaration under section 89, if applicable: Name and address of beneficial owner: Date of receipt of nomination, if applicable: Name and address of nominee: No. of shares kept in abeyance, if applicable: Record of lien on shares, if applicable: Date of cessation of membership: Instructions Particulars of dividend mandates, power of attorney and other instructions, if any: Instruction for sending notices etc., if any: Details of share holding Allotment Date of No. of Distinctive No./ Transfer No. allotment/ transfer shares allotted/ numbers (both inclusive) Folio of Name of the transferor, if transferor, if applicable applicable transferred From To (1) (2) (3) Date of issue Certificate No. Lock in or endorsement of share certificate period, if any (4) (5) (6) Amount (Rs) If shares are Payable Paid / Deemed to be Due paid issued for considerat....
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.... Details of debentures / other securities Allotment No./ Date transfer No. allotment/ transfer of No. debentures/ other securities of Distinctive numbers (both inclusive) Folio transferor, if of Name of the transferor, if applicable applicable allotted/ transferred From Το (1) (2) (3) (4) (5) (6) Date of issue/Certificate No. endorsement of Amount (Rs.) certificate If debentures / other securities 90 90 THE GAZETTE OF INDIA: EXTRAORDINARY Payable Paid/ Due deemed be paid to [PART II SEC. 3(i)] issued for consideration other than cash, brief particulars thereof (7) (8) Date of transfer/ No. of units (9) (10) Distinctive transmission/ transferred/ numbers Folio transferee of Name of the transferee redemption transmitted/ (both inclusive) forfeiture of forfeited/ securities redeemed (11) (12) From To (13) (14) (15) Balance units Other remarks Authentication left (after transfer, transmission, redemption etc) (16) (17) (18) Form No. MGT-3 Notice of situation or change of situation or discontinuation of situation, of place where foreign register shall be kept [Pursuant to section 88(4) of....
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....No. (ix) Proof of Identity : For Indian Nationals : (Any of the following) : • Income-tax permanent account number Voter's identity card number Passport number Driving License Unique Identification Number (UIN) For Foreign nationals and Non Resident Indians : Passport Others (x) Permanent Residential Address ISO Country Code Country Mobile (xi) Phone Fax Email ID Whether present residential address is same as the permanent residential address: [à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] Yes No à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 93 If no, present residential address ISO Country Code Phone Fax Country Mobile Email ID 2. Particulars of the shares in respect of which declaration is being made by the registered owner: Class of shares: i) ii) Number of shares: iii) Distinctive numbers: From...... To...... iv) Certificate No.: Folio No. vi) Nominal value of shares: vii) Paid up value of shares: 3. Declaration: ..hereby In pursuance of sub-section (1) of section 89 of the Companies Act, 2013, I declare that the person (s....
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....8) national) (9) 3. Declaration ..hereby In pursuance of sub-section (2) of section 89 of the Companies Act 2013, I declare that I hold / have acquired the beneficial interest in the above mentioned shares of the company which are registered in the name of the person whose particulars are furnished below: 4. Particulars of the registered owner Sl. No. Name of the Address and E- Date of birth/ Father's/ [ à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण (1) registered owner (2) mail id Occupation (6) Nationality (3) PAN/UIN/CIN Age (4) Passport No. (in (in case of company) case of foreign national) (7) (8) Spouse's name (5) 5. Details of the beneficial interest: i) ii) iii) iv) v) interest: Date of creation / acquisition of beneficial interest: Mode of acquisition of beneficial interest: Allotment / Transfer / others, specify Nature of the beneficial interest: Reasons for not registering shares in my name: Particulars of the instrument/ document, if any, showing the creation of such beneficial 6. ....
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....lace: (15) Attachments: 1. declaration under section 89 (1); 2. declaration under section 89 (2); 3. declaration under section 89 (3); 4. Optional attachments, if any. (16) Remarks beneficial interest (17) (18) Signature: [ à¤à¤¾à¤— II – खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 97 Form No. MGT-7 I. ANNUAL RETURN As on the financial year ended on of -PRIVATE LIMITED / LIMITED [Pursuant to Section 92(1) of the Companies Act, 2013 and rule 11(1) of the Companies (Management and Administration) Rules, 2014] i) CIN:- REGISTRATION AND OTHER DETAILS: Foreign Company Registration Number/GLN:- Registration Date Date Month Year ii) Category of the Company: - [Pl. tick] Public Company ( ) - PREFILL 2 Private company iii) Sub Category of the Company:- [ Please tick whichever are applicable] Government Company ( ) 1 2 Small Company 3. One Person Company 4 Subsidiary of Foreign Company 5 NBFC 6 Guarantee Company 7 Limited by shares 8 Unlimited Company 9 Company having share capital 10 Company not havin....
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....h information is being filled] - ☠NAME AND CIN/GLN S. ADDRESS OF ÎΟ THE COMPANY 1 2 HOLDING/ SUBSIDIARY/ ASSOCIATE % of shares held Applicable Section SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY SHARE CAPITAL: Authorised Share Capital: IV. i) a) Class of Shares Equity [ specify for each type ] At the beginning of the year Changes during the year (Increase) 1. 2. Changes during the year (Decrease) 1. 2. At the end of the year Preference [specify for each type ] At the beginning of the year Changes during the year (Increase) 1. 2. Changes during the year (Decrease) 1. 2. At the end of the year No. of Shares Nominal Total Nominal value per share value of shares [Rs.] [Rs.] [à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 101 Unclassified [specify for each type ] At the beginning of the year Changes during the year (Increase) 1. 2. Changes during the year (Decrease) 1. 2. -At the end of the year Total Authorized Capital at the beginning of the year Tot....
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....ing of the year -Changes during the year 1. Increase 2. Redemption 3. Forfeiture 4. Re-issue of forfeited shares 5. Reduction 6. At the end of the year Total Paid-up Share Capital at the beginning of the year Changes during the year( Increase) Changes during the year ( Decrease) Total Paid-up Share Capital at the end of the year (Autofill) d)(ii) Details of stock split / consolidation during the year (for each class of shares): Class of shares Number of shares Face value per share Before split / consolidation After split / Consolidation ii) Debentures Type of Debentures No. of Debentures Nominal Value per Debenture [Rs.] Total Paid-up value of Debentures [Rs.] [ à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] i) type) Non-convertible (for each At the beginning of the year Changes during the year à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 105 1. Increase 2. Redemption 3. At the end of the year ii) Partly-convertible (for each type) At the beginning of the year -Changes during the year 1. Increase 2. Redemption 3. Converted 4. -At ....
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....ual/HUF (b) Central Govt (c) State Govt (s) (d) Bodies Corp. (e) Banks/FI (f) Any Other.... Sub-total (A) (1):- (2) Foreign (a) NRIs - Individuals (b) Other - Individuals (c) Bodies Corp. (d) Banks / FI (e) Any Other... Sub-total (A) (2):- Total shareholding of Promoter (A) = (A)(1)+(A)(2) B. Public Shareholding 1. Institutions (a) Mutual Funds (b) Banks/FI (c) Central Govt (d) State Govt(s) (e) Venture Capital Funds (f) Insurance Companies (g) FIIs (h) Foreign Venture Capital Funds (i) Others (specify) Sub-total (B)(1):- [à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 109 2. Non-Institutions (a) Bodies Corp. (i) Indian (ii) Overseas (b) Individuals (i) Individual shareholders holding nominal share capital upto Rs. 1 lakh (ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh (c) Others (specify) Sub-total (B)(2):- Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRS & ADRs Grand Total (A+B+C) B. Shareholding of Prom....
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....PART II-SEC. 3(i)] F. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Indebtedness at the beginning of the financial year i) Principal Amount Secured Loans excluding Unsecured Deposits Loans Total Indebtedness deposits ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Addition Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) VII. DETAILS OF MEMBERS, DEBENTURE HOLDERS AND OTHER SECURITIES HOLDER 1] Ledger Folio of Share /Debenture Holder/Other security holder- Share/Debenture Holder/ Other security holder's full Name: Father's/Mother's / Spouse's Name Joint Holder's Full Name Type of Share/ Debenture/other security Number of Shares/ Debentures Held/ Other securities held Date of becoming 1 - Equity, 2- Preference 3 - Debentures 4-other security Amount per Share / Debenture/other security (in Rs.) à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : अ....
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....he beginning of the year No of Directors % of total Number of Directors At the end of the year No of Directors % of total Number of Directors [ à¤à¤¾à¤— II – खणà¥à¤¡ 3 (i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 115 Sub-total (B) C. Nominee Directors i) representing lending institutions/banks ii) representing investing institutions iii) representing Govt iv) representing small share holders v) Others, if any....... Sub-total (C) Total (A+B+C+) ii) Details of Individual Directors Directors: [Give total no. of Directors - ] DIN: - Full Name: Father's/Mother's / Spouse's Name [As per DIN] Nationality- Date of Birth [PREFILL] Designation: Occupation:- Email-id:- No. of Equity Shares held in the Company:- Date of Appointment Date Month Year Residential Address: I-Indian F-Foreign Date Month Year Category:- Date of Ceasing : Date Month Year 116 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] Town/City District State Pin Code Details of Directorships in other companies and changes therein Sl. Name of ....
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..../CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS A. MEMBERS/CLASS/REQUISITIONED/NCLT/COURT CONVENED MEETINGS Type of meeting Date of meeting Total Number of Members entitled to attend meeting Attendance Number % of total shareholding Annual General Meeting [AGM] Extra-Ordinary General Meeting [EOGM] Class Meeting NCLT/Court Requisitioned B. BOARD MEETINGS S. No. Date of meeting Total No. of Directors on the Date of Meeting 1 2 3 No. of Directors attended % of Attendance 120 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] C. COMMITTEE MEETINGS NO. OF COMMITTEES NAME OF THE COMMITTEE: S. No. Date of meeting Total No. of Members of the Committee % of attendance No. of Members attended 1 2 3 [Separate sheet to be attached for each Committee] D. ATTENDANCE OF DIRECTORS Sl. Name No. of the 1 2 3 4 Director Board Meetings Committee Meetings (Taking all No of the Committee Meetings together of which a Director is a member) No. of No. of % of No. of % of Meetings Meetings attendance Meetings Meetings attendance Held attended Held attended XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERS....
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....3 C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding XIII. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES A. CERTIFICATION OF COMPLIANCES Details of events / matters in respect of which the company was liable to file returns or comply with requisite provisions of the Companies Act and rules made thereunder;- Description of the Date Of Section& Description Event The Due date for filing/ compliance Date of Concerned Filing with Authority SRN/ SRN/ Reasons for / Matter event compliance (ROC/NCLT /Court) delay, if any B. DISCLOSURES 1. Closure of Register of Members Debenture Date of Closure of Purpose Date of Public Notice No. of Days for which Register [PART II SEC. 3(i)] of Members was closed 124 THE GAZETTE OF INDIA: EXTRAORDINARY Holders / other security holders Register / Record Date 2. Declaration of Dividend Date of Percentage Interim Dividend Final Dividend Declaration Dividend Per Share 3. Delisting of Shares / Name of Stock Securities, if any Exchange from where it is delisted Date of Delisting Remarks 4. Change in Nominal Value of Shares/ Sub-division Nominal Value Nominal....
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....t. (c) The Company has maintained all the registers as per the provisions of the Act and the rules made there under and (d) Unless otherwise anything in contrary is stated expressly elsewhere in this Return, the Company has complied with the applicable provisions of the Act during the financial year. 125 126 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] (Certificates to be given by Private Companies) (e) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in the case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for any securities of the company. (f) Where the annual return discloses the fact that the number of members, except in case of a one person company, of the company exceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to included in the reckoning the number of two hundred. (g) The Company continues to be a Private Company during the financial year. (Certificate to be given only by One Person Com....
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....mpany on due dates as stated in the annual return in respect of which meetings, proper notices were given and the proceedings including the circular resolutions and resolutions passed by postal ballot, if any, have been properly recorded in the Minute Book/registers maintained for the purpose and the same have been signed; 5. closure of Register of Members / Security holders, as the case may be. 6. advances/loans to its directors and/or persons or firms or companies referred in section 185 of the Act; 7. contracts/arrangements with related parties as specified in section 188 of the Act; 8. issue or allotment or transfer or transmission or buy back of securities/ redemption of preference shares or debentures/ alteration or reduction of share capital/ conversion of shares/ securities and issue of security certificates in all instances; 9. keeping in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act 10. declaration/ payment of dividend; transfer of unpaid/ unclaimed dividend/other amounts applicable to the Investor Education and Protection Fund in accordance with section....
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....° : असाधारण PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - % of shares Applicable Section held III. NAME AND S. ADDRESS OF NO THE COMPANY 1 CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE 2 IV. Equity) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total i) Category-wise Share Holding Category of Shareholders A. Promoters (1) Indian a) Individual/HUF b) Central Govt c) State Govt (s) d) Bodies Corp. e) Banks/FI f) Any Other…... Sub-total (A) (1):- (2) Foreign a) NRIs - Individuals b) Other - Individuals c) Bodies Corp. d) Banks / FI e) Any Other.... Sub-total (A) (2):- No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares 129 130 THE GAZETTE OF INDIA: EXTRAORDINARY Total shareholding of Promoter (A) = (A)(1)+(A)(2) B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Fund....
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....¤–णà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Shareholding at the beginning Sl. No. For Each of the Directors of the year No. of shares % of total shares of the company Cumulative Shareholding during the year No. of shares % of total shares of the company and KMP At the beginning of the year Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer/ bonus/ sweat equity etc): At the End of the year V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Addition Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Secured Loans excluding Unsecured Deposits Loans Total Indebtedness deposits 1....
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....¤œà¤ªà¤¤à¥à¤° : असाधारण Form No. MGT-10 Changes in shareholding position of promoters and top ten shareholders [Pursuant to section 93 of the Companies Act, 2013 and rule 13 of the Companies (Management and Administration) Rules, 2014] 1. (a) CIN: (b) GLN: 2. (a) Name of the company: (b) Registered office address: (c) E-mail id: 3. Name of the stock exchange where the shares of the company are listed: (i) (ii) 4. Details of change in shareholding position of promoters: Name of the Promoter No. of shares held before the % of shareholding before the change change Change in share holding in number of shares No. of shares held after the change (1) (2) (3) (+) Increase (-) decrease (4) % of shareholding after Reason for change the change (6) (7) No. of shares pledged/ Remarks encumbered after the change (8) (5) 5.Details of change in shareholding position of top ten share holders: Name of the share holders No. of shares held before the % of shareholding before the change change (1) (2) (3) Change in share holding in number of shares (+) Increase (-) decrease (4) No. of shares h....
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.... dissent from the resolution (Signature of the shareholder) 140 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] To, FORM No. MGT-13 Report of Scrutinizer(s) [Pursuant to rule section 109 of the Companies Act, 2013 and rule 21(2) of the Companies (Management and Administration) Rules, 2014] Chairman Held on Dear Sir, I/We, Annual / Extraordinary General Meeting of the Equity Shareholders of Limited at *and appointed as Scrutinizer(s) for the purpose of the poll taken on the below mentioned resolution(s), at the meeting of the Equity Shareholders of 1. at submit our report as under: After the time fixed for closing of the poll by the Chairman, Limited, held on ballot boxes kept for polling were locked in my/our presence with due identification marks placed by me/us. 2. The locked ballot boxes were subsequently opened in my/our presence and poll papers were | diligently scrutinized. The poll papers were reconciled with the records maintained by the Company / Registrar and Transfer Agents of the Company and the authorizations / proxies lodged with the Company. 3. The poll papers, which were incomplete and/or which were otherwise found defective....
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....ame of the company (b) Address of the registered office of the company सतà¥à¤¯à¤®à¥‡à¤µ जयते [PART II-SEC. 3(i)] Filing of Resolutions and agreements to the Registrar (c)*e-mail ID of the company 3. *Registration of Resolution(s) ☠Agreement ☠Postal ballot resolution(s) under Section 110 ☠Proposed resolution under section 94(1) 4. Date of dispatch of notice for passing of (a) Resolution(s) (b) Postal ballot resolution(s) 5. Date of passing of (a) Resolution(s) (b) Postal ballot resolution(s) 6. Number of resolution(s) for which the form is being filed Details of the resolution I. (a) (i) Section of the Companies Act, 2013 under which passed (ii) Section of the Companies Act, 1956 under which passed (b) Purpose of passing the resolution If others, mention the section and purpose (DD/MM/YYYY) (DD/MM/YYYY) (DD/MM/YYYY) (DD/MM/YYYY) Pre- [ à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] (c) Subject matter of the resolution à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण (d) Mention whether resol....
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....een suppressed or concealed and is as per the original records maintained by the company. 2. All the required attachments have been completely and legibly attached to this form. It is also certified that copy of the resolution(s) or agreement(s) filed herewith is or are a true copy(s) of the original. 3. Any application, writ petition or suit had not been filed regarding the matter in respect of which this petition/application has been made, before any court of law or any other authority or any other Bench or the Board and not any such application, writ petition or suit is pending before any of them. *To be digitally signed by *Designation DSC Box Name of liquidator *Director identification number of the director; or Income-tax [à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण PAN of the liquidator; DIN or Income-tax PAN of manager or CEO or CFO; or membership number of Company secretary; Note: Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement and punishment for fals....