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Chapter VII - The Companies (Management and Administration) Rules, 2014.
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....d in supersession 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 1^st 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....
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....ll be maintained at the registered office of the company unless a special resolution is passed in a general meeting authorising the 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 ....
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....of members or as the case may be, of debenture holders or of any other security holders or of beneficial owners, resident in that country (hereafter in this rule referred 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 sa....
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....pany or person authorised by the Board by appending his signature to each entry. 9. Declaration in respect of beneficial interest in any shares.- (1) A person whose name is entered in the register of members 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 in....
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....e filed with the Registrar with such fee as may be specified for the purpose. 13. Return of changes in shareholding position of promoters and top ten shareholders.- 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. 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....
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....ries therein and annual return filed under section 92 shall be furnished to any member, debenture-holder, other security holder or beneficial owner of the company or any other person on payment of such fee as may be specified in the Articles of Association of the company 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 da....
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.... the person entitled to receive such e-mail as per the records of the company or as provided by the depository: Provided that the company shall provide an advance opportunity atleast once in a financial year, to the member to register his e-mail address and changes therein and such request may 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 s....
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....ight to vote at any general meeting by electronic means and company may pass any resolution by electronic voting system in accordance with the provisions of this rule. Explanation.- For the purposes of this rule.- (i) the expressions ''voting by electronic means'' or ''electronic voting system'' means a 'secured system' based process of display of electronic ballots, recording of 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 ....
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....he electronic voting; (vi) the e-voting shall remain open for not less than one day and not more than three days: Provided that in all such cases, such voting period shall be completed three days prior to the date of the general meeting; (vii) during the e-voting period, shareholders of the company, holding shares either in physical form or in dematerialized form, as on the record date, may cast their vote electronically: Provided that once the vote on a resolution is cast by the shareholder, he shall not be allowed to 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 wi....
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....l keep a record of the polling papers received in response to poll, by initialing it. (e) The Scrutinizers shall lock and seal an empty polling box in the presence of the members and proxies. (f) The Scrutinizers shall open the Polling box in the presence of two persons as witnesses after the voting process is over. (g) In case of ambiguity about the validity of a proxy, the Scrutinizers shall decide the validity in consultation with the Chairman. (h) The Scrutinizers shall ensure that if a member who has appointed a proxy has voted in person, the proxy's vote shall be disregarded. (i) The Scrutinizers shall count the votes cast on 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 polli....
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.... beyond the said date; (f) a statement to the effect that members, who have not received postal ballot forms may apply to the company and obtain a duplicate thereof; and (g) contact details of the person responsible to address the grievances connected with the voting by postal ballot including voting by electronic means. (4) The notice of the postal ballot shall also be placed on the website of the company forthwith after the notice is sent to the members and such notice shall remain on such website till the last date for receipt of the postal ballots from the members. (5) The Board of directors shall appoint one scrutinizer, who is not in employment of the company and who, in the opinion of the Board can conduct the postal ballot voting process in 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 ballo....
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.... are required to be included in the articles of a company in order to constitute it a private company; (c) change in place of registered office outside the local limits of any city, town or village as specified in sub-section (5) of section 12; (d) change in objects for which a company has raised money from public through prospectus and still has any unutilized amount out of the money so raised under sub-section (8) of section 13; (e) issue of shares with differential rights as to voting or dividend or otherwise under sub-clause (ii) of clause (a) of section 43; (f) variation in the rights attached to a class of shares or debentures or other securities as specified under section 48; (g) buy-back of shares by a company under sub-section (1) of section 68; (h) election of a director under section 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 O....
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....ded in the minute book of general meetings as if it has been deemed to be passed in the general meeting. (b) (i) The minutes of proceedings of each meeting shall be entered in the books maintained for that purpose along with the date of such entry within thirty days of the conclusion of the meeting. (ii) In case of every resolution passed by postal ballot, a brief report on the postal ballot conducted including the resolution proposed, the result of the voting thereon and the summary of the scrutinizer's report shall be entered in the minutes book of general meetings along with the date of such entry within thirty days from the date of passing of resolution. (d) Each page of every such book shall be initialed or signed and the last page of the record of proceedings of each meeting or each report in such books shall be dated and signed - (i) in the case of minutes of proceedings of a meeting of the Board or of a committee 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 perio....
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....s of the company may think fit, Provided that - (a) the records are maintained in the same formats and in accordance with all other requirements as provided in the Act or the rules made there under; (b) the information as required under the provisions of the Act or the rules made there under should be adequately recorded for future reference; (c) the records must be capable of being readable, retrievable and reproducible in printed form; (d) the records are capable of being dated and signed digitally wherever it is required under the provisions of the Act or the rules made there under; (e) the records, once dated and signed digitally, shall not be capable of being edited or altered; (f) the records shall be capable of being updated, according to the provisions of the Act or the rules made there under, and the date of updating shall be capable of being recorded on every updating. Explanation: - For the purpose of this rule, the term "records" means any register, index, agreement, 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 reco....
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....r to make those records available for inspection or to provide copies of the whole or a part of those records, shall be construed as a duty to make the records available for inspection in electronic form or to provide copies of those records containing a clear reproduction of the whole or part thereof, as the case may be on payment of not exceeding ten rupees per page. 30. Penalty If any default is made in compliance with any of the provisions of this rule, the company and every officers or such other person who is in default shall be punishable with fine which may extend to five thousand rupees and where the contravention is a continuing one, with a further fine which may extend to five hundred rupees for every day after the first during which such contravention continues. 31. Report on Annual General Meeting.- (1) The report in pursuance of the provisions of sub-section (1) of section 121 shall be prepared in the following manner, namely:- (a) the report under this section shall be prepared in addition to the minutes of the general meeting; (b) the report shall be signed and dated by the Chairman of the meeting or in case of his inability to sign, by....
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....ds made there under with respect to calling, convening and conducting the meeting; (vi) (vii) business transacted at the meeting and result thereof; 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. Form No. MGT-1 Register of members [Pursuant to section 88 (1)(a) of the Companies Act, 2013 and rule 3(1) of the Companies Name of the company: Registered office address: (Management and Administration) Rules, 2014] (TO BE MAINTAINED SEPARATELY FOR EACH CLASS OF SHARES) Class of shares: Nominal value per share (in Rs.): Total shares held: FOLIO NO. Personal details Name of the member: Name of joint holders, if any: Address/Registered address (in case of body corporate): E-mail Id: ....
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....BE MAINTAINED SEPARATELY FOR EACH CLASS OF DEBENTURES / OTHER SECURITIES IN RESPECT OF EACH HOLDER) Class of debentures / other securities: Nominal value per unit (in Rs.): Total no. of debentures / other securities held: [ à¤à¤¾à¤— II – खणà¥à¤¡ 3 (i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 89 FOLIO NO. Personal details Name of the debenture holder/other security holder: Name of joint holders, if any: Address/Registered address (in case of body corporate): E-mail Id: PAN/CIN/Registration No.: Unique Identification No: Father's/Mother's/ Spouse's name: Occupation, if any: Nationality: In case debenture holder/other security holder is a minor: Name of Guardian: Date of birth of minor: Details of holding Date of becoming debenture holder/ other security holder: Date of receipt of nomination: Name and address of nominee: No. of debentures / securities kept in abeyance, if any: Record of lien on debentures / securities, if any: Date of cessation as debenture holder/ other security ....
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.... II—खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Register of other security holders Beneficial owners Part A: Notice of situation of office where foreign register is kept 5. Notice is hereby given that the foreign register shall be kept at: Address Line I Line II City District State ISO Country Code Pin Code E-mail ID Country Part B: Notice of change of situation where foreign register is kept 6. Existing situation of the office where the foreign register is kept: 7. Purpose for changing such office: 8. Notice is hereby given that the foreign register shall be kept with effect from at: Address City District State Line I Line II Country Pin Code E-mail ID Part C: Notice of discontinuance of maintenance of foreign register 9. Existing situation of the office where the foreign register is kept: 10. Reason for such discontinuance: 11. Notice is hereby given that the foreign register is discontinued to be maintained at the existing situation with effect from... and all....
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.... Age Father's/ Spouse's name (2) Nationality (7) (3) PAN/UIN/CIN (in case of company) (8) (4) Passport No. (in case of foreign national) (5) Distinctive No., if applicable. 4. Details of the beneficial interest: i) Nature of the beneficial interest: ii) Date of creation of the beneficial interest: iii) Reasons for not registering shares in the name of the beneficial owner(s): iv) Particulars of the instrument/ document, if any, showing the creation of such beneficial interest: 5. Particulars of change in beneficial interest: i) Date of change: ii) Nature of the change in the beneficial interest: iii) Brief particulars of such change: iv) Reason for such change: v) Particulars of the instrument/ document, if any, showing the change in such beneficial interest: Date: Place: Enclosures: (a) Proof of identity of the registered owner and beneficial owner Signature of the registered owner (b) Instrument/ document under which the beneficial interest is created/ transferred/ changed. 94 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] Form No. MGT-5 Declarati....
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....f such beneficial 6. Particulars of the person from whom the beneficial interest is acquired, if applicable: i) Name of the transferor of beneficial interest: ii) iii) Whether shares were registered in his name: (If not, whether any declaration under sub-section (2) of section 89 was filed by him to the company. If so, date of such declaration) Particulars of the instrument/ document, if any, showing the transfer of such beneficial interest: 7. Particulars of change in beneficial interest: i) Date of change: ii) Nature of the change in the beneficial interest: iii) Brief particulars of such change: Particulars of the instrument/ document, if any, showing the change in such beneficial iv) Reason for such change: v) interest: Date: Place: CERTIFICATE Signature of beneficial owner I hereby certify that the beneficial interest in the shares mentioned above has been transferred by me on....... Signature of the person who has transferred the beneficial interest in the shares Date: Place: Enclosures: 1. 2. Proof of identity of the registered owner and beneficial owner; Instrument/ docu....
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....te 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 having share capital 11 Company Registered under Section 8 ( ) 98 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] iv) Whether shares listed on recognized Stock Exchange(s) - Yes/No If yes, details of stock exchanges where shares are listed Sl No. Stock Exchange Name Code 1. 2. 3. v) AGM details : AGM held -Date of AGM AGM not held -Due date of AGM Date Month Year - Whether extension of AGM was granted – Yes / No. ( If yes, provide reference number, date of approval letter and the period upto which extension granted) If Annual General Meeting was not held, specify the reasons for not holding the same. vi) NAME AND REGISTERED OFFICE ADDRESS OF COMPANY: (To be filled in manually) Company Name : Address Town/City ....
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.... 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 Total Authorised Capital at the end of the year (Autofill) b) Issued Share Capital: Class of Shares No. of Shares Nominal value Total Nominal value of shares per share [Rs.] [Rs.] 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 102 THE ....
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.... 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 the end of the year iii) type) Fully-convertible (for each At the beginning of the year -Changes during the year 1. Increase 2.....
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....romoters (1) Indian 108 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] (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):- 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 cap....
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....eginning Cumulative Shareholding during the year Sl. No. For Each of the Directors of the year No. of shares % of total shares of the company 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 112 THE GAZETTE OF INDIA: EXTRAORDINARY [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 d....
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....or, CS -Company Secretary, M Manager, D -Director, MD Managing Director, CEO-Chief Executive Officer, CFO-Chief Financial Officer] - [ Category:- I- Independent, N- Nominee, A- Alternate, ED-Executive Director, NED- Non- Executive Director ] 1] Promoter(s): [Give total no. of Promoters - â˜] Status: Company/ies: CINGIN Name Country of Incorporation Address of Regd Office Individual/s Full Name Nationality Address PREFILL 2] Details of Directors: i) Composition of Board of Directors Category A. Promoter i) Executive Directors ii) Non-Executive Directors Sub-total (A) B. Non-Promoter i) Executive Directors ii) Non-Executive & Independent Directors iii) Non-Executive & non- Independent Directors At the 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 Su....
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....Year Residential Address: Town/City District State Pin Code iii) Chief Financial Officer DIN/PAN/UIN/ PASSPORT NO :- Full Name: 118 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II SEC. 3(i)] Father's/Mother's / Spouse's Name [As per DIN/PAN/UIN/PASSPORT NO. ] Nationality- Date of Birth Designation: I-Indian F-Foreign Date Month Year Date of Appointment Date Month Year Date of Ceasing: Date Month Year Residential Address: Town/City District State Pin Code iv) Others, if any PAN/UIN/PASSPORT NO :- Full Name: Father's/Mother's / Spouse's Name [As per PAN/UIN/PASSPORT NO. ] Nationality- Date of Birth Designation: I-Indian F-Foreign Date Month Year Date of Appointment Date Month Year Date of Ceasing: Date Month Year [à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] Residential Address: Town/City District State Pin Code à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 119 X. MEETINGS OF MEMBERS/CLASS OF MEMBERS/BOARD/COMMITTEES OF THE BOARD OF ....
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....Commission Others, please specify Total (1) 2. Other Non-Executive Directors Fee for attending board / committee meetings Commission Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN C. MD/MANAGER/WTD 122 THE GAZETTE OF INDIA: EXTRAORDINARY Sl. Particulars of no. Remuneration CEO 1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 2. Stock Option 3. Sweat Equity 4. Commission as % of profit others, specify... 5. Others, please specify Total [PART II SEC. 3(i)] Key Managerial Personnel Company Secretary XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: CFO Total Туре Section of Brief the Description Details of Penalty / Companies Punishment/ [RD/ NCLT Authority Appeal made, if any Act C....
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.... 7 Details of resolutions passed by postal ballot Particulars of resolution votes cast For Against XIV. Details in respect of shares held by or on behalf of the FII's. Name of FII Brief particulars of the contract / arrangement Address Country Of Regn. No. with SEBI / RBI % of share holding Incorporation [à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] XV. OTHER DISCLOSURES à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण (1) Corporate Social Responsibility (a) Amount spent by the company during the financial year in pursuance of its Corporate Social Responsibility policy – (b) The amount spent as percentage of the average net profits of the company made during the three immediately preceding financial years- (2) Limits under following sections of the Act:- Section Brief Description Limit (Rs.) 186(2) [loan and investment by company] 180(1)(c) [restrictions on powers of board] (3) Disclosure of Directors- All the Directors have furnished notices in form 12.1 and additional ....
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.... Person Company and a Small Company shall be signed by the Company Secretary or where there is no Company Secretary, by a director of the company. 3] Under sub section (2) of Section 92 of the Act, the Annual Return of a listed company or by a company having such paid-up capital and turnover as may be prescribed shall also be certified by a company secretary in practice in the prescribed manner. [à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण Form No. MGT-8 [Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of Companies (Management and Administration) Rules, 2014] CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE Limited/Private I/ We have examined the registers, records and books and papers of Limited (the Company) as required to be maintained under the Companies Act, 2013 (the Act) and the rules made thereunder for the financial year ended on 20. In my/our opinion and to the best of my information and according to the examinations carried out by me/ us and explanations fu....
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....nel and the remuneration paid to them; 13. appointment/ reappointment/ filling up casual vacancies of auditors as per the provisions of section 139 of the Act; 14. approvals required to be taken from the Central Government, Tribunal, Regional Director, Registrar, Court or such other authorities under the various provisions of the Act; 15. acceptance/ renewal/ repayment of deposits; 127 128 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II SEC. 3(i)] 16. borrowings from its directors, members, public financial institutions, banks and others and creation/modification/ satisfaction of charges in that respect, wherever applicable; 17. loans and investments or guarantees given or providing of securities to other bodies corporate or persons falling under the provisions of section 186 of the Act; 18. the Company; alteration of the provisions of the Memorandum and/ or Articles of Association of Place: Date: Signature: Name of Company Secretary in practice: C.P. No.: Note: The qualification, reservation or adverse remarks; if any, may be stated at the relevant place(s). Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the f....
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....tutions 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):- [PART II SEC. 3(i)] [à¤à¤¾à¤— II—खणà¥à¤¡ 3(i)] à¤à¤¾à¤°à¤¤ का राजपतà¥à¤° : असाधारण 131 Thareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRS & ADRS Grand Total (A+B+C) (ii) Shareholding of Promoters Sl Shareholder's Shareholding at the beginning No. Name of the year No. of % of Shares total Shares Share holding at the end of the year of the %of Shares Pledged/ encumbered to total company shares No. of % of Shares total Shares %of Shares Pledged/ encumbered % change in of the to total share company shares holding during the year 1 2 3 Total (iii) Change in Promoters' Shareholding ....
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.... 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 133 134 THE GAZETTE OF INDIA: EXTRAORDINARY [PART II-SEC. 3(i)] Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sl. no. Particulars of Remuneration 1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 2. Stock Option 3. Sweat Equity 4. Commission 5. as % of profit others, specify... Others, please specify Total (A) Ceiling as per the Act B. Remuneration to other directors: Name of MD/WTD/ Manager Total Amount Sl. Particulars of Remuneration ....
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....moter 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 held after the change (5) % of shareholding after Reason for change the change No. of shares pledged/ Remarks encumbered after the 137 138 Date: Place: (6) THE GAZETTE OF INDIA: EXTRAORDINARY (7) change (8) [PART II SEC. 3(i)] Signature CIN: Form No. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] ....
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.... 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 have been treated as invalid and kept separately. OR I/We did not find any poll papers invalid. *Not applicable if there is only one scrutinizer appointed. 4. The result of the Po....
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....ny (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¤° : असà¤....
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....er declare that : 1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been 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-t....