[PUBLISHED
IN THE GAZETTE OF
MINISTRY OF FINANCE
(DEPARTMENT OF COMPANY
AFFAIRS)
NOTIFICATION
G.S.R.923(E). - In exercise of the
powers conferred by proviso to sub-section (1) of section 79A of the Companies
Act, 1956 (1 of 1956) read with sub-section (1) of section 642 of the said Act,
the Central Government hereby makes the following rules, namely
:-
1. Short title
and commencement.-
(1) These Rules may be called the Unlisted
Companies (Issue of Sweat Equity Shares) Rules, 2003.
(2) They shall come into force on the date of
their publication in the Official Gazette.
2. Definitions.-
In these rules, unless
otherwise defined,-
(i) “Asset”
means a resource controlled by the company and from which future economic
benefits are expected to flow to the company;
(ii)
“employee” means :-
a) a permanent employee of the
company working in
b) a
director of the company, employed as a whole time director or executive
director of a company;
(iii) “intangible
Asset” means an identifiable non-monetary asset, without physical substance,
held for use in the production or supply of goods or services, for rental to
others, or for administrative purposes;
(iv) “share price”
means price of a share on a given date arrived on the net worth basis;
(v) “value addition” means anticipated
economic benefits derived by the enterprise from expert and/or professional for
providing know-how or making available rights in the nature of intellectual
property rights, by such person to whom sweat equity is issued for which the
consideration is not paid or included in -
(a) the normal remuneration
payable under the contract of employment, in the case of an employee and/or
(b) monetary
consideration payable under any other contract, in the case of non-employee.
3. Applicability.-
These Rules shall be applicable to issue of sweat equity
shares by all unlisted companies.
4. Special
resolution.-
(1) For the purpose of passing a special
resolution under clause (a) of sub-section (1) of section 79A of the Companies
Act, 1956 (1 of 1956), the explanatory statement to be annexed to the notice
for the general meeting pursuant to section 173 of the said Act shall contain
particulars as specified below.
(i)
the date
of the meeting at which the proposal for issue of sweat equity shares was
approved by the Board of Directors of the company;
(ii) the
reasons/justification for the issue;
(iii) the number of shares, consideration
for such shares and the class or classes of persons to whom such equity shares
are to be issued;
(iv) the
value of the sweat equity shares alongwith valuation
report/ basis of valuation and the price at the which the sweat equity shares
will be issued;
(v)
the names of persons to whom the equity will be issued and the person’s
relationship with the company;
(vi)
ceiling on managerial remuneration, if any, which will be affected by issuance
of such equity;
(vii)
a
statement to the effect that the company shall conform to the accounting
policies specified by the Central Government; and
(viii)
diluted earning per share pursuant to the issue of securities to be calculated
in accordance with the Accounting Standards specified by the Institute of
Chartered Accountants of India.
(2) Approval of shareholders by way of separate resolution in the
general meeting shall be obtained by the company in case of grant of shares to
identified employees and promoters, during any one year, equal to or exceeding
1% of the issued capital (excluding outstanding warrants and conversion) of the
company at the time of grant of the sweat equity shares.
5. Register of
shares.-
The company shall maintain
a Register of Sweat Equity Shares issued under section 79A in the Form
specified in Schedule annexed to these rules.
6. Restriction
on issue of sweat equity shares.-
The company shall not issue
sweat equity shares for more than 15% of total paid up equity share capital in
a year or shares of the value of 5 crores of rupees,
whichever is higher except with the prior approval of the Central Government.
7. Disclosure in the Directors’ Report.-
The Board of Directors, shall, inter alia,
disclose either in the Directors’ Report or in the annexure to the Director’s
Report, the following details of issue of sweat equity shares :-
(a) Number of shares to be issued to the employees or the
directors;
(b) conditions for issue of sweat equity
shares;
(c) the pricing formula;
(d) the total number of shares arising as a result of issue of
sweat equity shares;
(e) money realised
or benefit accrued to the company from the
issue of sweat
equity shares;
(f) diluted
Earnings Per Share (EPS) pursuant to issuance of sweat equity shares.
8. Pricing of
Sweat Equity Shares.-
The price of sweat equity shares to be issued to
employees and directors shall be at a fair price calculated by an independent valuer.
9. Issue of Sweat Equity Shares for consideration other than
cash.-
Where a company
proposes to issue sweat equity shares for consideration other than cash, it
shall comply with following :
(a) The
valuation of the intellectual property or of the know-how provided or other
value addition to consideration at which sweat equity capital is issued, shall
be carried out by a valuer;
(b) the valuer shall consult such
experts, as he may deem fit, having regard to the nature of the industry and
the nature of the property or the value addition;
(c) the valuer shall submit a
valuation report to the company giving justification for the valuation;
(d) a copy of the valuation report of the valuer
shall be sent to the shareholders with the notice of the general meeting;
(e) the company shall
give justification for issue of sweat equity shares for consideration other
than cash, which shall form part of the notice sent for the general meeting;
and
(f) the amount of Sweat Equity shares issued shall be treated as part of managerial remuneration for the purposes of sections 198, 309, 310, 311 and 387 of the Companies Act, 1956 if the following conditions are fulfilled:
(i)
the
Sweat Equity shares are issued to any director or manager; and,
(ii)
they are issued for non-cash consideration, which does not take the form of
an asset which can be carried to the
balance sheet of the company in accordance with the relevant accounting standards.
10. Lock-in of
sweat equity shares.-
Sweat equity shares issued
to employees or directors shall be locked in for a period of three years from
the date of allotment.
11. Certificate
from auditors.-
In the case of every
company that has allotted shares under these Rules, the Board of Directors
shall at each annual general meeting place before the shareholders a
certificate from the auditors of the company/ practising
company secretary that sweat equity shares have been allotted in accordance
with the resolution of the company in the general meeting and these Rules.
12. Accounting
policies.-
(1) Where the sweat equity shares are issued
for a non-cash consideration, such non-cash consideration shall be treated in
the following manner in the books of account of the company:
(a) where the non-cash consideration takes the form of a
depreciable or amortizable asset, it shall be carried to the balance sheet of
the company in accordance with the relevant accounting standards; or
(b) where clause (a) is not applicable, it shall be expensed as provided in the relevant accounting standards.
(2) In
respect of sweat equity shares issued during accounting period, the accounting
value of sweat equity shares shall be treated as another form of compensation
to the employee or the director in the financial statement of the company.
SCHEDULE
REGISTER OF SWEAT EQUITY SHARES
(Pursuant to Rule 5)
The register of sweat
equity shares issued by the company to be kept in the following format:
|
S.No. |
Folio No. / certificate
No. |
Date of passing of
resolution |
Date of issue of sweat
equity shares |
|
1 |
2 |
3 |
4 |
|
Name of the allottee |
Status of the allottee - whether director or employee |
Reference to entry in
register of members |
Number of sweat equity
shares issued |
|
5 |
6 |
7 |
8 |
|
Face value of the share |
Price at which shares
issued |
Total consideration paid
by employee/director |
Lock in period till which
date |
|
9 |
10 |
11 |
12 |
[File
No: 1/4/2003-CL-V]
Rajiv Mehrishi,
Jt. Secretary
[PUBLISHED IN THE GAZETTE OF
MINISTRY OF FINANCE
(DEPARTMENT OF COMPANY AFFAIRS)
GSR_922(E). – In exercise of
the powers conferred by sub-section (1A) of section 81 of the Companies Act,
1956 read with section 642 of the said Act, the Central Government hereby makes
the following rules, namely:-
1. Short title and commencement.-
(1) These rules
may be called Unlisted Public Companies (Preferential Allotment) Rules, 2003
(2) They
shall come into force on the date of their publication in the official gazette.
2. Applicability.-
These rules shall be applicable to all
unlisted public companies in respect of preferential issue of equity shares,
fully convertible debentures, partly convertible debentures or any other
financial instruments, which would be convertible into or exchanged with equity
shares at a later date.
3. Definitions.-
(1)
“Preferential Allotment” includes issue of shares on preferential basis
and/or through private placement made by a company in pursuance of a resolution
passed under sub-section (1A) of section 81 of the Companies Act, 1956 and
issue of shares to the promoters and their relatives either in public issue or
otherwise.
(2) “Promoter”
means –
(a) the person or persons who are in over-all control of the
company; and
(b) the person or persons who hold themselves as promoters.
Explanation: Where a promoter of a company is a body corporate,
the promoters of that body corporate shall also be deemed to be promoters of
the company.
(3) “control”
shall include the right to appoint majority of the directors or to control the
management or policy decisions exercisable by a person or persons acting
individually or in concert, directly or indirectly, including by virtue of
their shareholding or management rights or shareholders agreements or voting
agreements or in any other manner.
4. Special Resolution.-
No issue of shares on a preferential basis
can be made by a company unless authorized by its articles of association and
unless a special resolution is passed by the members in a General Meeting
authorizing the Board of Directors to issue the same. The special resolution shall be acted upon
within a period of 12 months.
5. Pricing.-
Where warrants are issued on a
preferential basis with an option to apply for and get the shares allotted, the
issuing company shall determine before hand the price of the resultant
shares.
6. Disclosures.-
The explanatory statement to the notice
for the general meeting as required by section 173 of the Companies Act, 1956
shall contain the following particulars:
(a)
the price or price band at which the
allotment is proposed;
(b) the relevant
date on the basis of which price has been arrived at;
(c) the object/s of the issue through preferential offer;
(d) the class or
classes of persons to whom the allotment is proposed to be made;
(e) intention of promoters/directors/key management persons to
subscribe to the offer;
(f) shareholding pattern of promoters and others classes of shares
before and after the offer;
(g) proposed time within which the allotment shall be completed;
(h) whether a change in control is intended or expected.
7.
Audit Certificate.-
In case of every issue of
shares/warrants/fully convertible debentures/partly convertible debentures or
other financial instruments with conversion option, the statutory auditors of
the issuing company / company secretary in practice shall certify that the
issue of the said instruments is being made in accordance with these
Rules. Such certificate shall be laid
before the meeting of the shareholders convened to consider the proposed issue.
Rajiv Mehrishi, Jt. Secretary
PUBLISHED
IN THE GAZETTE OF
Ministry of
Finance
(Department
of Company Affairs)
G.S.R. 830 (E).- In exercise of the powers conferred by clause (b) of
sub-section (1) of section 642 of the Companies Act, 1956 (1 of 1956), the
Central Government hereby makes the following rules to carry out the purpose of
clause (g) of sub-section (1) of section 274 of the said Act, namely :-
1. Short title, commencement and
extent.-
(1) These
rules may be called the Companies (Disqualification of Directors under section
274(1)(g) of the Companies Act, 1956) Rules,
2003.
(2) These
rules shall come into force from the date of their notification in the Official
Gazette.
(3) These rules shall apply to all public
limited companies registered under the Companies Act, 1956.
2. Definitions –
In
these rules, unless the context otherwise requires, -
(a) “disqualifying company” is the company in which the default
has occurred on account of which a director stands disqualified;
(b) “appointing company” is the company in which an individual is
seeking appointment as a director, including re-appointment as director.
3.
Disqualifications under clause (g) of sub-section (1)
of section 274 of the Companies Act, 1956.-
(a) Whenever
a company fails to file the annual accounts and annual returns, as described in
sub-clause (A) of clause (g) of sub-section (1) of section 274, persons who are
directors on the last due date for filing the annual accounts and the annual
returns for any continuous three financial years commencing on and after the
first day of April, 1999, shall be disqualified.
(b) If
a company has failed to repay any deposit, irrespective of the enactment, rules
or regulations under which the deposits have been accepted by the companies, or
interest thereon, or redeem its debentures, or pay any dividend declared on the
respective due dates, and if such failure continues for one year, as described
in sub-clause (B) of clause (g) of sub-section (1) of section 274, then the
directors of that company shall stand disqualified immediately on expiry of
that one year from the respective due dates:
Provided that all the directors who have been
directors in the relevant year, from the due date to the expiry of one year
after the due date, will be disqualified:
Provided further that disqualification on account
of the reasons cited under this Rule shall also apply to the reappointment
as a director.
Explanation.- For
the purpose of this rule, it is clarified that non-payment of dividend referred
to in sub-clause (B) of clause (g) of sub-section (1) of section 274 due to the
reason of dividend not being claimed or kept in separate bank account as
required under section 205A of Companies Act, 1956 or paid into Investors
Education & Protection Fund as required under section 205C of that Act
shall not be deemed to be a failure to make payment of dividend.
4. Duty
of Statutory Auditor to report on disqualification.-
(a) It
shall be the duty of statutory auditor of the appointing company as well as
disqualifying company, as required under section 227(3)(f) to report to the
members of the company whether any director is disqualified from being
appointed as director under clause (g) of sub-section (1) of section 274 and to
furnish a certificate each year as to whether on the basis of his examination
of the books and records of the company, any director of the company is
disqualified for appointment as a director or not.
(b) It
shall be the duty of the statutory auditors of the “disqualifying company” as
required in section 227(3)(f) to report to the members
of the company whether any director in the company has been disqualified during
the year from being re-appointed as director, or being appointed as director in
another company under clause (g), of sub-section (1) of section 274.
5. Duty
of company to intimate disqualification.-
Whenever a company fails to file the
annual accounts and returns, or fails to repay any deposit, interest, dividend,
or fails to redeem its debentures, as described in clauses (A) and (B) of
clause (g) of sub-section (1) of section 274, the company shall immediately file
a return in duplicate in Form ‘DD-B’, prescribed under these rules for this
purpose, to the Registrar of Companies, furnishing therein the names and
addresses of all the Directors of the company during the relevant financial
years:
Provided
that names of such
directors who have been exempted from application of Section 274(1)(g) by the Central Government, from time to time, shall be
excluded.
Provided further that no unusual
abbreviations or short forms shall be used in filling up the Form ‘DD-B’, which
shall give such details as may be necessary to distinguish and identify each
director without any ambiguity.
6. Failure to intimate disqualification shall
render director as officer in default.-
When a company fails to file the Form ‘DD-B’ as above within 30 days of the failure that would attract
disqualification under Section 274(1)(g), officers of
the company listed in section 5 of the
Companies Act, 1956 shall be officers in default.
7.
(a) Upon receipt of the Form
‘DD-B’ in duplicate under Rule 5,
the Registrar of Companies shall immediately register the document and place
one copy of it in the document file for public inspection.
(b) The
Registrar of Companies shall forward the other copy to the Central Government.
8.
Names of the disqualified directors on the web-site
etc.-
(a) The Central Government shall place on the
web-site of the Department of Company Affairs the names and addresses and such
other details including names and details of the companies concerned, as may be
necessary, in respect of all the disqualified directors.
(b) The Central Government may also publicize
the names of disqualified directors in such manner as it may consider
appropriate.
(c) The Central Government shall take such
steps as may be required to update its web-site to ensure that name of the
person, in whose respect disqualification period has expired after 5 years, is
deleted from the web-site.
9. Duty of every director.-
Every director in a public company
registered under the Companies Act, 1956 shall file Form ‘DD-A’, prescribed
under these Rules, before he is appointed or re-appointed.
10. If
any question arises as to whether these rules are or are not applicable to a
particular company, such question shall be decided by the Central Government.
11. Punishment
for contravention of the rules.-
If a company or any other person
contravenes any provision of these rules for which no punishment is provided in
the Companies Act, 1956, the company and every officer of the company who is in
default or such other person 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 the contravention continues.
12. On
the commencement of these rules, all rules, orders or directions in force in
relation to any matter for which provision is made in these Rules shall stand
repealed, except as respects things done or omitted to be done before such
repeal.
[F. No.1/8/2002-CL.V]
Rajiv Mehrishi,
Joint Secretary
FORM ‘DD-A’
Companies (Disqualification of Directors
under section 274(1)(g) of the Companies Act, 1956)
Rules, 2003
Intimation by Director
[Pursuant to Section 274(1)(g)]
Registration No. of Company ______________
Nominal Capital Rs._____________
Paid-up Capital Rs.
_____________
Name of Company__________________________
Address of its Registered
Office___________________
To
The Board of Directors
of __________________________
I _______________ son/daughter/wife of
_______________ resident of ___________________ director/managing
director/manager in the company hereby give notice that I am/was a director in
the following companies during the last 3 years:-
|
Name of the Company 1……………. 2……………. |
Date of Appointment |
Date of Cessation
|
I further confirm that I have not incurred
disqualification under section 274(1)(g) of the
Companies Act, 1956 in any of the above companies, in the previous financial
year, and that I, at present, stand free from any disqualification from being a
director.
or
I further confirm that I have incurred
disqualifications under section 274(1)(g) of the
Companies Act, 1956 in the following company(s) in the previous financial year,
and that I, at present stand disqualified from being a director.
|
Name of the Company 1………………. 2……………… |
Date of Appointment |
Date of Cessation
|
Signature
(Full Name)
Dated this _________ day of _________
FORM ‘DD-B’
Report
by a public company
[Pursuant to Section 274(1)(g) read with rule 5 of Companies (Disqualification of
Directors under section 274(1)(g) of the Companies Act, 1956) Rules, 2003]
Registration No. of Company ______________
Nominal Capital Rs._____________
Paid-up Capital Rs.
_____________
Name of Company__________________________
Address of its Registered
Office____________________
To
The Registrar of Companies,
It is hereby reported under section 274(1)(g) of Companies Act, 1956, that M/s. ___________ have
failed to (i) file the annual accounts and annual
returns for the last three financial years, or (ii) repay deposits or interest
thereon on due date being ___________ or redeem its debentures on due date
being _________ or pay dividend declared by the company since __________ or
both. The period of one year has expired on ___________.
The name and address of directors at the
relevant period are as under :-
(a) Director’s
name in full, without abbreviations
(b) Director’s
name as per company’s records
(abbreviations may be expanded and shown)
(c) Address
of the Director : - (i) Permanent
(ii) Present
(d) Positions
held by the director in the last 5 years, prior to disqualification:
Signature
Designation*
Dated this _________ day of _________
*State whether Director, Managing
Director, Manager or Secretary
PUBLISHED
IN THE GAZETTE OF
MINISTRY OF
FINANCE
(Department
of Company Affairs)
NOTIFICATION
G.S.R. 829 (E).- In
exercise of the powers conferred by clause (a) of sub-section (1) of section
620 of the Companies Act, 1956 (1 of 1956), the Central Government hereby
directs that clause (g) of sub-section (1) of section 274 of the said Act shall
not apply to a Government company, a copy of this notification having been laid
in draft before both Houses of Parliament as required by sub-section (2) of
section 620 of the said Act.
[F.No.2/5/2001-CL.V]
RAJIV MEHRISHI
Joint Secretary
PUBLISHED IN THE GAZETTE OF
PART-II, SECTION 3, SUB-SECTION (ii), EXTRAORDINARY
(DEPARTMENT OF COMPANY AFFAIRS)
S.O. 1200 (E). - In exercise of the powers conferred by
Sub-section (1) of Section 8 read with Sub-section (1) of Section 10 of the
Competition Act, 2002 (12 of 2003), the Central Government hereby appoints Shri Dipak Chatterji
as Chairperson of the Competition Commission of India for a period of five
years from the date on which he enters upon his office, or till he attains the
age of sixty-seven years, whichever is earlier.
F. No. 1/10/2003-CL.V
(Rajiv
Mehrishi)
Joint Secretary to the Government of
PUBLISHED IN THE GAZETTE OF
PART-II, SECTION 3, SUB-SECTION (ii), EXTRAORDINARY
(DEPARTMENT OF COMPANY AFFAIRS)
S.O. 1199 (E). - In exercise of the powers
conferred by Sub-section (1) of Section 8 read with Sub-section (1) of Section
10 of the Competition Act, 2002 (12 of 2003), the Central Government hereby
appoints Shri Vinod K. Dhall as Member of the Competition Commission of India for
a period of five years from the date on which he enters upon his office or till
he attains the age of sixty-five years, whichever is earlier.
F. No. 1/10/2003-CL.V
(Rajiv
Mehrishi)
Joint Secretary to the Government of
PUBLISHED IN THE GAZETTE OF
PART-II, SECTION 3, SUB-SECTION (ii), EXTRAORDINARY
(DEPARTMENT OF COMPANY AFFAIRS)
S.O. 1198 (E). - In exercise of the powers
conferred by Sub-section (1) read with Sub-section (3) of Section 7 of the
Competition Act, 2002 (12 of 2003), the Central Government hereby establishes,
with effect from 14th October, 2003, the Competition Commission of
India having its head office at New Delhi.
F. No. 1/10/2003-CL.V
(Rajiv
Mehrishi)
Joint Secretary
PUBLISHED IN THE GAZETTE OF
NOTIFICATION
G.S.R. 804(E).- In exercise of
the powers conferred by clauses (a) and
(b) of sub-section (1) of section 642 read with section 383A of the Companies
Act, 1956 (1 of 1956), the Central Government hereby makes the following rules
further to amend the Companies (Appointment and Qualifications of Secretary)
Rules, 1988, namely :-
1. (1) These rules may be called the Companies (Appointment and
Qualifications of Secretary) (Amendment) Rules, 2003;
(2) They
shall come into force on the date of their publication in the Official Gazette.
2. In
the Companies (Appointment and Qualifications of Secretary) Rules, 1988, in
rule 2, in sub-rule (3), after the first proviso, the following provisos shall
be inserted, namely :-
“Provided
further that a company with its registered office and corporate office and
works situated in towns with a population of less than one lakh
in accordance with census of India 2001 report and having a paid-up share
capital of rupees two crores or more but less than
rupees five crores, may appoint any individual, who
possess any one or more of the qualifications specified in clauses (i) to (x) of sub-rule (4) as its whole-time secretary to
perform the duties as such under the Companies Act, 1956 (1 of 1956):
Provided also that if a company having a
paid-up share capital of rupees two crores or more
but less than rupees five crores shifts either its
registered office or corporate office or works from towns with a population of
less than one lakh in accordance with census of India
2001 report, it shall appoint a person as a whole-time secretary under sub-rule
(1).”.
[F. No.17/6/2002-CL.V]
RAJIV MEHRISHI, Jt. Secy.
Note :- The
principal rules were published vide
Notification G.S.R. 1105(E) dated 29th
November, 1988 and subsequently amended vide :-
Sl. No. Notification Number Notification Date
1. GSR 372(E) 13-4-1993
2. GSR 419(E) 11-6-2002
[ PUBLISHED IN THE GAZETTE OF
MINISTRY OF
FINANCE
(DEPARTMENT
OF COMPANY AFFAIRS)
NOTIFICATION
G.S.R. 785(E).- In exercise
of the powers conferred by sub-sections (1) and (2) of section 620A of the
Companies Act, 1956 (1 of 1956) , the Central Government hereby-
(i) declares the following companies to be Nidhis
subject to the directions specified in the notifications of the Government of
India in the erstwhile Ministry of Law, Justice and Company Affairs (Department
of Company Affairs)
numbers GSR 241 dated the 28th April, 1995, GSR 555(E) dated the 26th July,
2001, GSR 308(E) and 309(E) both dated the 30th April, 2002, namely:-
|
Sl.No. 1 |
Name of the Company and address of its registered
office 2 |
|
1. |
M/s Chepauk
Benefit Fund Limited, New No.14 (Old No.39) Chepauk, Chennai-600 005 |
|
2. |
M/s Baggyalakshmi
Benefit Fund Limited, 50-A, Goutham
Colony, Sir R.K.Shanmugam Salai, Kalaignar Karunanidhi Nagar, Chennai-600 078 |
|
3. |
M/s. Samayapuram
Mariamman Benefit Fund Limited, 3/2 4th Cross Sundar Nagar, Trichy-620 021, Tamilnadu |
|
4. |
M/s Lakshmipuram
Benefit Fund Limited, 540, M.T.H.Road, Lakshmipuram, Tiruninravur,
Chennai-602 024 |
|
5. |
M/s Sri Devigayathri Benefit Fund Limited, Suite No.48, Anna Nagar,
Chennai-600 040 |
|
6 |
M/s Eravi Vinayagar Benefit
Fund Limited, |
|
7. |
M/s Bhavsar Maratah Benefit Fund Limited, 23, |
|
8. |
M/s Minjur
Benefit Fund Limited, V.R.B. Buildings,
360, |
|
9. |
M/s. Sakthi
Benefit Fund Limited, Plot No.41, N.G.O. Colony,
Chromepet, Chennai-600 044 |
|
10. |
M/s Kulitalai
Benefit Funds Limited, No.43, |
|
11. |
M/s Kudumba
Vilakku Benefit Fund Limited, Periyar
Illam, |
(ii) directs
that the provisions of the said Act, specified in column (1) of Schedule III
annexed to the notification of the Government of India, in the erstwhile
Department of Company Law Administration number G.S.R. 978 dated the 28th
May, 1963 shall not apply and/or, as the case may be, shall apply with the
exceptions, modifications and adaptations specified in the corresponding entry
in column (2) thereof, to the said Nidhis, and makes
the following amendment in the said notification, namely:-
In Schedule I to the said notification, after serial
number 192 and the entries relating thereto the following serial numbers and
entries shall be added, namely:-
|
“193. |
M/s Chepauk Benefit Fund Limited, Chennai |
|
194. |
M/s Baggyalakshmi Benefit Fund Limited, Chennai |
|
195 |
M/s Samayapuram Mariamman Benefit Fund Limited, Trichy, Tamilnadu |
|
196. |
M/s Lakshmipuram Benefit Fund Limited, Tiruninravur, Chennai |
|
197. |
M/s Sri Devigayathri Benefit Fund Limited, Chennai |
|
198 |
M/s Eravi Vinayagar Benefit Fund Limited, Kanyakumari District, Tamilnadu |
|
199. |
M/s Bhavsar Maratah Benefit Fund Limited, Chennai |
|
200. |
M/s Minjur Benefit Fund Limited, Minjur, Tamilnadu |
|
201. |
M/s. Sakthi Benefit Fund Limited, Chennai |
|
202. |
M/s Kulitalai Benefit Funds Limited, Kulitalai, Tamilnadu |
|
203. |
M/s Kudumba Vilakku Benefit Fund Limited, Thanjavur, Tamilnadu” |
[ F.No. 5/10/2003-CL.V
]
RAJIV
MEHRISHI, Jt. Secy.
Note: The
Principal notification was notified vide G.S.R.No.978 dated the 28th
May, 1963 and subsequently amended vide the following notifications:
|
Sl.No |
G.S.R.
No. |
Dated |
|
1. |
1681 |
11.10.1963 |
|
2. |
853 |
4.6.1964 |
|
3. |
297 |
12.2.1965 |
|
4. |
1332 |
30.8.1965 |
|
5. |
111 |
14.1.1966 |
|
6. |
1543 |
1.10.1966 |
|
7. |
607 |
22.4.1967 |
|
8. |
608 |
22.4.1967 |
|
9. |
146 |
6.6.1969 |
|
10. |
2707 |
18.11.1969 |
|
11. |
1306 |
23.7.1771 |
|
12. |
1 |
21.12.1973 |
|
13. |
690 |
22.6.1974 |
|
14. |
275 |
14.2.1975 |
|
15 |
409 |
14.3.1975 |
|
16 |
1300 |
11.9.1976 |
|
17 |
426 |
8.3.1978 |
|
18 |
728 |
28.4.1978 |
|
19 |
1269 |
4.10.1979 |
|
20 |
1100 |
9.10.1980 |
|
21 |
1099 |
9.10.1980 |
|
22 |
164 |
10.2.1983 |
|
23 |
843 |
19.11.1983 |
|
24 |
844 |
19.11.1983 |
|
25 |
217 |
25.2.1984 |
|
26 |
231 |
20.2.1985 |
|
27 |
21 |
24.2.1985 |
|
28 |
275 |
3.3.1986 |
|
29 |
306 |
11.4.1986 |
|
30 |
701 |
22.6.1986 |
|
31 |
961 |
24.10.1986 |
|
32 |
353 |
22.4.1987 |
|
33 |
365 |
22.4.1987 |
|
34 |
430 |
20.5.1987 |
|
35 |
598 |
31.7.1987 |
|
36 |
597 |
31.7.1987 |
|
37 |
921 |
30.11.1987 |
|
38 |
922 |
3.12.1987 |
|
39 |
264 |
5.4.1988 |
|
40 |
479 |
8.6.1988 |
|
41 |
515 |
25.6.1988 |
|
42 |
597 |
15.7.1988 |
|
43 |
596 |
15.7.1988 |
|
44 |
598 |
15.7.1988 |
|
45 |
800 |
22.9.1988 |
|
46 |
961 |
17.12.1988 |
|
47 |
32 |
6.12.1988 |
|
48 |
959 |
1.12.1988 |
|
49 |
960 |
1.12.1988 |
|
50 |
318 |
24.4.1989 |
|
51 |
501 |
7.7.1989 |
|
52 |
502 |
7.7.1989 |
|
53 |
649 |
2.8.1989 |
|
54 |
650 |
22.8.1989 |
|
55 |
651 |
22.8.1989 |
|
56 |
844 |
25.10.1989 |
|
57 |
S.O.102 |
5.2.1990 |
|
58 |
241 |
29.3.1990 |
|
59 |
302 |
16.4.1990 |
|
60 |
303 |
10.5.1990 |
|
61 |
514 |
30.7.1990 |
|
62 |
515 |
7.8.1990 |
|
63 |
3052 |
7.10.1990 |
|
64 |
782 |
13.12.1990 |
|
65 |
783 |
13.12.1990 |
|
66 |
784 |
13.12.1990 |
|
67 |
314 |
30.4.1991 |
|
68 |
2146 |
26.7.1991 |
|
69 |
123 |
30.12.1992(123) |
|
70 |
163 |
18.3.1993(124-131) |
|
71 |
272 |
12.5.1993(132-134) |
|
72 |
291 |
27.5.1993(135-137) |
|
73 |
102 |
27.5.1993(138-141) |
|
74 |
292 |
27.5.1993 (142) |
|
75 |
189 |
4.4.1994 (143) |
|
76 |
296 |
27.5.1994(144) |
|
77 |
2509 |
23.8.1994 (145) |
|
78 |
2302 |
16.8.1994(146) |
|
79 |
2508 |
23.8.1994(147) |
|
80 |
2304 |
23.8.1994(148) |
|
81 |
2303 |
19.8.1994(149) |
|
82 |
441 |
11.8.1994(150) |
|
83 |
S.O.1313 |
28.4.1995(151) |
|
84 |
S.O.1314 |
28.4.1995(152) |
|
85 |
S.O.242 |
28.4.1995(153) |
|
86 |
S.O.1315 |
28.4.1995(154) |
|
87 |
32 |
10.1.1996(155-163) |
|
88 |
148 |
14.3.1996(164-171) |
|
89 |
207 |
6.5.1996(172-175) |
|
90 |
230 |
22.5.1996(176-178) |
|
91 |
248 |
6.6.1996(179-192) |
[PUBLISHED IN PART II SECTION 3 SUB-SECTION (i) OF THE GAZETTE OF
GOVERNMENT OF
(DEPARTMENT OF COMPANY AFFAIRS)
G.S.R 784(E). - In
exercise of the powers conferred by clause (d) of sub-section (2) of section
63, read with sub-section (1) of section 14, of the Competition Act, 2002 (12
of 2003), the Central Government hereby makes the following rules regulating
the salary and allowances payable to, and other terms and conditions of service
of, Chairperson and Members of the Competition Commission of India, namely: -
1. Short title and commencement. –
(1) These
rules may be called the Competition Commission of India (Salary, Allowances and
other Terms and Conditions of Service of Chairperson and other Members) Rules,
2003.
(2) They
shall come into force on the date of their publication in the Official Gazette.
2. Definitions. -
(1) In
these rules, unless the context otherwise requires, -
(a) “Act” means the Competition Act, 2002 (12 of 2003);
(b) “Chairperson” means the Chairperson of the Commission appointed under sub-section (1) of section 8 of the Act;
(c) “Commission” means the Competition Commission of India established under sub-section (1) of section 7 of the Act;
(d) “Member” means a Member of the Commission appointed under sub-section (1) of section 8 of the Act and includes the Chairperson.
(2) All
other words and expressions used in these rules but not defined,
shall have the same meanings respectively assigned to them in the Act.
3. Pay.
–
(1) Subject to the provisions of sub-rule
(2), the Chairperson and every Member shall be paid a salary of twenty six
thousand rupees (fixed) per mensem.
(2) If such person at the time of his
appointment as Chairperson or other Member is in receipt of a pension in
respect of any previous service under the Government or any local body or
authority owned or controlled by the Government, or a High Court, or the
Supreme Court, as the case may be, such salary shall be reduced by the amount
of pension and pension equivalent of any other form of retirement benefits.
4. Contributory
Provident Fund. -
(1) The
Chairperson and other Members shall be governed by the provisions of the
Contributory Provident Fund Rules (
(2) No additional pension and gratuity shall
be admissible for service rendered in the Commission.
5. Dearness Allowance and Compensatory (City)
Allowance. –
The Chairperson
and every other Member shall be entitled to draw dearness allowance and
compensatory (city) allowance at the rates admissible to officers holding Group
‘A’ post of the Central Government drawing an equivalent pay.
6. Leave. –
(1) The
Chairperson and every other Member shall be entitled to thirty days of Earned
Leave for every year of service.
(2) The
payment of leave salary during leave shall be governed by rule 40 of the
Central Civil Services (Leave) Rules, 1972.
(3) The
Chairperson and every other Member shall be entitled to encashment of fifty per
cent of Earned Leave standing to their credit at any time.
7. Travelling and Daily Allowances. –
The Chairperson and other Members of the
Commission while on tour within India or on transfer (including the journey
undertaken to join the Commission or on the completion of their tenure with the
Commission to proceed to their home town) shall be entitled to the travelling
allowance, daily allowance, transportation of personal effects and other
similar matters at the same rates as are applicable to officers holding Group
‘A’ post of the Central Government drawing an equivalent pay.
9. Leave Travel Concession. –
The Chairperson
and other Members of the Commission shall be entitled to Leave Travel
Concession (LTC) at the same rates as may be applicable to officers holding
Group ‘A’ post of the Central Government drawing an equivalent pay.
10. Conveyance
Facilities. –
(1) Subject
to the provisions of sub-rule (2), the Chairperson and other Members shall be
entitled to conveyance facilities at par with those available to officers
holding Group ‘A’ post of the Central Government drawing an equivalent pay.
(2) No
passenger vehicle shall be purchased by the Commission and the requirement of
vehicles shall be met by hiring.
11. Facility
for Medical Treatment. –
The Chairperson and other Members shall be
entitled to medical treatment and hospital facilities as provided in the
Central Government Health Scheme (CGHS) to a retired Government servant. At places where the said Scheme is not in
operation, the Chairperson and other Members shall be entitled to the
facilities as provided in the Central Service (Medical Attendance) Rules, 1944.
12. Other Conditions of Service. –
Matters relating to the terms and
conditions of service of the Chairperson or other Members
with respect to which no express provision has been made in these rules, shall
be referred by the Commission to the Central Government for its decision, and
the decision of the Central Government thereon shall be final.
[F.No. 1/10/2003-CL.V]
RAJIV MEHRISHI,
Joint Secretary to the
Government of
PUBLISHED
IN THE GAZETTE OF
GOVERNMENT OF
MINISTRY OF FINANCE
DEPARTMENT OF COMPANY AFFAIRS
S.O. 1136(E). –
Whereas the Central Government has decided to make a Scheme namely, the Company
Law Settlement (Jammu and Kashmir) Scheme, 2003 for granting immunity from
prosecution and compounding the period of delay involving in filing certain
documents under the Companies Act, 1956 ( 1 of 1956) to companies in the state
of Jammu and Kashmir;
Now, therefore, in exercise of the powers conferred
by clause (b) of section 637B read with section 637 of the said Act, the
Central Government hereby notifies the following Scheme, namely:-
1.
Short title and commencement.-
(1) This
Scheme may be called the Company Law Settlement (
(2) It
shall come into force on the 1st October, 2003.
2. Definitions.-
In this Scheme, unless the context otherwise
requires, –
(a) “Act”
means the Companies Act, 1956 (1 of 1956);
(b) “company” means a company (including a Government company)
registered under the Act and having its registered office in the state of
(c) “declarant” means the company making the declaration under
this Scheme and includes an officer of such
company as defined in clause 30 of section 2 of the Act in relation to
the offence mentioned in the declaration filed under this Scheme;
(d) “designated authority” means the Registrar of Companies,
(e) “offence”
means the non-compliance with the provisions of the Act in relation to the
filing of any documents specified in the Act in respect of non-compliance of
which a fine or imprisonment or both has been prescribed but shall not include any non-compliance referred
to in clause 8 of this Scheme;
(f) All
other words and expressions used and not defined under this Scheme, but defined
in the Act, shall have
the meanings respectively assigned to them in the Act;
3. Settlement of offences.-
Subject to the provisions of this Scheme, any company
may make a declaration alongwith proof of payment of
prescribed fee under acknowledgement on or after the 1st day of
October, 2003 but on or before 5.00 PM of the 31st day of March,
2004 to the designated authority in respect of any offence committed under the
Act and seek settlement of the offence so committed.
4.
Declaration to be filed by the applicant with the designated authority.-
The
declaration under the Scheme shall be made to the designated authority in Form
A.
5. Time
and manner of payment of fees for seeking immunity under the Scheme.-
The declarant shall pay
lump sum amount based on the period of delay and the nominal filing fees as per
Schedule X to the Act, apart from the lump sum amount as stated in the table
given below:-
Table
|
Sl. No: |
Number of documents |
Amount payable for delay less than 3 years |
Amount payable for delay for period more than 3
years |
|
a) |
Upto 2 |
Rs.2,500 |
Rs.3,000 |
|
b) |
Upto 5 |
Rs.5,000 |
Rs.6,000 |
|
c) |
Upto 10 |
Rs.7,500 |
Rs.9,000 |
|
d) |
More than 10 |
Rs.10,000 |
Rs.15,000 |
The amount payable shall be deposited alongwith a challan Form in any
of the designated Branches of the Punjab National Bank or by way of Pay Order
or Demand Draft payable to the Registrar of Companies,
6. Withdrawal
of appeal against prosecution launched for the offences.-
If the company has filed any appeal against any
notice issued for violation of the provisions under the Act in respect of which
declaration is made under this Scheme, the declarant
shall withdraw the appeal and furnish the proof of such withdrawal along with
the declaration.
7. Order by
designated authority granting immunity from the penalty and prosecution.-
The designated
authority shall consider the declaration and upon being satisfied shall pass an
order in writing inter-alia stating the reasons for
granting the immunity.
8. Scheme not to apply to certain offences.
–
(1) This Scheme shall not apply to the filing
of Form Number 5 relating to increase in authorised capital of the company for
which specific interest has to be paid for filing the intimation for the delay
and such other provisions of the Act where specific approval of the Company Law
Board or Central Government is to be obtained:
Provided that the Scheme shall apply to such
intimations which are to be submitted to the Registrar of Companies along with
the prescribed fees but for which no specific form has been specified.
(2) This
Scheme shall also not apply for non-compliance of the provisions of the Act
where the penalty of imprisonment only has been prescribed.
8. After
passing the appropriate order, the Registrar of Companies,
FORM – ‘A’
DECLARATION UNDER
COMPANY LAW SETTLEMENT (
Form of Declaration
To
The Registrar of Companies,
Sir/Madam,
I/We herewith make a declaration under the Company
Law Settlement (
1. Name of the declarant and
Address:
(in Block letters)
2. Name
of the Company:
3. Registration
No. of company:
4. Date of incorporation of the company:
5. Address
of the Company:
6.
Status of the company: whether public/private
If public Listed/Non-listed
7.
Business/objects of the company:
(Tick in appropriate column)
-Manufacturing ___
-Trading ___
-Finance ___
-Service ___
-Others
(please specify) ___
8. Statement
of Declaration of non-compliance
|
Sl.No |
Nature of return to be
filed |
Section under which to be
filed |
Status of offence (whether
still Continuing) |
|
|
|
|
|
9.
|
Sl.No |
Nature of document |
Due date of filing |
Period of delay |
Amount payable under
Company Law Settlement ( (Rs.) |
Details of payment a)
Demand Draft No. b)
Date c)
Name of Bank d)
Amount (Rs) |
|
|
|
|
|
|
|
Company Registration No.
Signature of the Managing Director / Whole Time
Director / Director / Manager / Company Secretary
10. Whether declarant
on behalf of the company would like to be granted immunity for non-compliance ?
11. Submission:
In light of the
circumstances herein mentioned above and keeping in mind the admission of the
offence by the applicant/company and taking into consideration the nature,
scope, extent, seriousness, gravity of the offence, the applicant/company,
himself requests for the grant of immunity in the form of relief for
non-compliance.
12. List of enclosures.
Designation/Signature of the applicant
Place:
Date:
(SEAL OF DECLARANT)
VERIFICATION
I………………………son/daughter
/wife of Shri…………………….in my capacity as………………..in the
company, solemnly declare that –
(a) the information given in this declaration is true to the
best of my knowledge and belief.
(b) The
company had failed to comply with the provisions of the Act as mentioned above.
(c) I
have withdrawn the appeals pending before Court/Company Law Board /Regional
Director or other
adjudicating authority.
I further declare that this declaration is in my capacity as
the Managing Director/Director and that I am competent to make this declaration
and verify it.
Designation/Signature of the applicant
Date:
Place:
(SEAL OF DECLARANT)
CERTIFICATE GRANTING IMMUNITY FROM PENALTY AND PROSECUTION UNDER THE
COMPANY LAW SETTLEMENT (
Whereas
__________________ (hereinafter
referred to as the company) had made a declaration under the Company Law
Settlement (
|
S.No. |
Nature of return to be
filed |
Section under which to be
filed |
|
|
|
|
And, whereas, the declarant
had also declared that no petition or appeal before any Court/Company Law
Board/ Regional Director against any notice or order in respect of the fine
payable has been filed by such applicant / had withdrawn such appeal /writ
petition from the Court/Company Law Board/Regional Director.
Now, therefore, in exercise of the powers conferred
under this Scheme, the undersigned hereby issues this certificate to the said
company to.-
(a) certify receipt of
payment from the declarant towards full and final
settlement of the compounded fee payable under this scheme;
(b) grant immunity subject to the provisions contained in the
Scheme from instituting and proceeding for prosecution for any offence under
the Act, or from the imposition of
penalty under the Act for the time being in force in respect of matters covered
in the aforesaid declaration made by the declarant.
Date:
Place: Designated
Authority
[ F.No:
17/27/2002-CL.V ]
( Rajiv Mehrishi
)
Joint
Secretary
GOVERNMENT OF
MINISTRY OF FINANCE
(DEPARTMENT OF
COMPANY AFFAIRS
Notification
G.S.R. 775(E).-In
exercise of the powers conferred
by sub-section (1) of section 637A of the Companies Act,1956 (1 of 1956), the
Central Government hereby amends the notification of the Government of India in
the erstwhile Ministry of Law, Justice and Company Affairs (Department of
Company Affairs) number G.S.R. 555 (E)
dated the 26th July, 2001
published in the Gazette of India, Extraordinary, Part II, Section 3,
Sub-section (i), dated the 26th July,
2001, namely:-
In the said notification, in paragraph 1, in clause (f), in sub-clause (i), for item
(B), the following item shall be
substituted, namely-
“(B) offer
interest on fixed and recurring deposits not exceeding the maximum rate of interest prescribed by the Reserve Bank of
India that the Non Banking Financial Companies can pay on their public
deposits;”.
[ F.No.
5/12/2001-CL-V ]
RAJIV MEHARISHI
Joint secretary
GOVERNMENT OF
MINISTRY OF FINANCE
(DEPARTMENT OF
COMPANY AFFAIRS)
Notification
G.S.R. 774(E). – In exercise of the powers conferred by section 58A
read with section 642 of the Companies Act, 1956 ( 1 of 1956), the Central
Government, in consultation with the Reserve Bank of India, hereby makes the
following rules further to amend the Companies (Acceptance of Deposits) Rules,
1975, namely:-
1.
(1) These rules may
be called the Companies (Acceptance of Deposits) (Third Amendment) Rules, 2003.
(2) They
shall come into force on the date of their publication in the Official Gazette.
2. In
the Companies (Acceptance of Deposits) Rules, 1975, in rule 3, in sub-rule (1),
in clause ( c) for the words “twelve and a half percent”, the words “ the
maximum rate of interest prescribed by the Reserve Bank of India that
the Non Banking Financial Companies can pay on their public deposits” shall be
substituted;
[F.NO.5/12/2001-CL-V]
RAJIV MEHRISHI
Joint Secretary
[ PUBLISHED IN THE GAZETTE OF
MINISTRY OF FINANCE
(Department
of Company Affairs)
CORRIGENDUM
S.O. 1098(E).- In the notification of
the Government of India, Ministry of Finance (Department of Company Affairs)
vide S.O. 715(E) dated 19th June, 2003 published in the Gazette of
India, Extraordinary, Part-II, section 3, sub-section (ii) dated 19th
June, 2003, - (a) in serial number ( 1 )
for “( i )”
read “( l )”;
(b) in
serial numbers (1) and (24) for “clause” read “clauses”.
[F.No. 1/8/2003-CL.V]
RAJIV MEHRISHI
Joint Secretary
[PUBLISHED IN PART II,
SECTION 3 (i) OF THE GAZETTE OF
GOVERNMENT
OF
MINISTRY OF
FINANCE
NOTIFICATION
G.S.R 757(E). - In
exercise of the powers conferred by clause (b) of sub-section (2) of section
63, read with sub-section (3) of section 10, of the Competition Act, 2002 (12
of 2003), the Central Government hereby makes the following rules, namely: -
1. Short title and commencement.-
(1) These
rules may be called the Competition Commission of India (Oath of Office and of
Secrecy for Chairperson and other members) Rules, 2003.
(2) They shall come into force on the date of their publication
in the Official Gazette.
2. Definitions.-
(1) In these rules, unless the context
otherwise requires, -
(a) “Act” means the Competition Act, 2002 (12 of 2003);
(b) “Chairperson” means the Chairperson of the Commission
appointed under sub-section (1) of section 8 of the Act;
(c) “Commission” means the Competition Commission of
India established under sub-section (1) of section 7 of the Act;
(d) “Form” means a form specified in the Schedule to
these Rules;
(e) “Member” means a member of the Commission appointed
under sub-section (1) of section 8 of the Act.
(2) All
other words and expressions used in these rules but not defined,
shall have the same meanings respectively assigned to them in the Act.
3. Oath of office and of secrecy.-
(1) Every
person appointed to be the Chairperson shall, before entering upon his office,
make and subscribe to an oath of office and of secrecy before the Minister in
charge of the Department of Company Affairs in the Form I and Form II,
respectively, as specified in the Schedule annexed to these rules.
(2) Every
person appointed to be a member shall, before entering upon his office, make
and subscribe to an oath of office and of secrecy before the Chairperson, or,
in his absence, before the senior-most member acting as Chairperson, or, in the
absence of such Chairperson or senior-most member acting as Chairperson, before
the Secretary to the Government of India in the Department of Company Affairs,
in Form I and Form II, respectively, as specified in the Schedule annexed to
these rules.
THE SCHEDULE
(See rule 3)
“I,
A.B., having been appointed as Chairperson/member of the Competition Commission
of India do solemnly affirm swear in the name of God
that I will faithfully and conscientiously
discharge my duties as Chairperson/member to the best of my ability, knowledge
and judgment, without fear or favour, affection or ill-will.”
(See rule 3)
“I,
A.B., having been appointed as Chairperson/member of the Competition Commission
of India do solemnly affirm swear in the name of God that I will not
directly or indirectly communicate or reveal to any person or persons any
matter which shall be brought under my consideration or shall become known to
me as Chairperson/member of the said Commission except as may be required for
the due discharge of my duties as Chairperson/member.”
[File No.1/10/2003-CL.V]
Rajiv Mehrishi,
Joint Secretary to the Govt
of
[PUBLISHED IN THE GAZETTE OF INDIA, PART
II- SECTION 3- SUB-SECTION (ii),
Ministry of
Finance
(Department
of Company Affairs)
S.O. 1073(E).- In exercise of the powers conferred by sub-section (1) of
section 210A of the Companies Act, 1956 (1 of 1956), the Central Government
hereby constitutes an advisory committee to be called the National Advisory
Committee on Accounting Standards consisting of the following persons to advise
the Central Government on the formulation and laying down of accounting
policies and accounting standards for adoption by companies or class of
companies under the said Act, namely:-
|
(1) |
Shri Yezdi H. Malegam, Chartered Accountant |
Chairperson (hold office upto 28.8.2004) [under clause (a) of
sub-section (2) of section 210A] |
|
|
(2) |
President of the |
member (shall hold office upto 28.8.2004) [nominated under clause (b) of
sub-section (2) of section 210A] |
|
|
(3) |
President of the |
member (shall hold office upto 28.8.2004) [nominated under clause (b) of
sub-section (2) of section 210A] |
|
|
(4) |
President of the |
member (shall hold office upto 28.8.2004) [nominated under clause (b) of
sub-section (2) of section 210A] |
|
|
(5) |
Nominee of the Reserve
Bank of |
member (shall hold office upto 28.8.2004) [nominated under clause (d) of
sub-section (2) of section 210A] |
|
|
(6) |
Nominee of the Comptroller
and Auditor-General of |
member (shall hold office upto 28.8.2004) [nominated under clause (e) of
sub-section (2) of section 210A] |
|
|
(7) |
Dr. N. Balasubramanian, Nominee of the Indian
Institute of Management, |
member (shall hold office upto 28.8.2004) [nominated under clause
(f) of sub-section (2) of section 210A] |
|
|
(8) |
Nominee of the Central
Board of Direct Taxes |
member (shall hold office upto 28.8.2004) [nominated under clause (g) of
sub-section (2) of section 210A] |
|
|
(9) |
Nominee of the Associated
Chambers of Commerce and Industry |
member (shall hold office upto 28.8.2004) [nominated under clause (h) of
sub-section (2) of section 210A] |
|
|
(10) |
Nominee of the PHD Chambers of Commerce and Industry |
member (shall hold office upto 28.8.2004) [nominated under clause (h) of
sub-section (2) of section 210A] |
|
|
(11) |
Nominee of the Securities
and Exchange Board of |
member (shall hold office upto 28.8.2004) [nominated under clause (I) of
sub-section (2) of section 210A] |
|
|
(12) |
Joint Secretary, Department of Company
Affairs |
member (shall hold office upto 28.8.2004) [nominated under clause (c) of
sub-section (2) of section 210A] |
|
2. This notification shall take effect from the date of
publication in the Official Gazette.
[F.No.1/5/2001-CL.V]
RAJIV MEHRISHI, Joint Secretary
Published in the Gazette of
PART II- Section 3, Sub-section (ii), on
12.06.2003
MINISTRY OF FINANCE
(Department of Company Affairs)
CORRIGENDUM
S.O.
674(E).– In the English version of the notification of the Government of India,
Ministry of Finance (Department of Company Affairs) vide S.O. 518(E) dated 9th
May, 2003 published in the Gazette of India, Extraordinary, Part II, Section 3,
Sub-section (ii) dated 9th May, 2003 for “40. National Co-operative
Department Corporation (NCDC)” read “40. National Co-operative Development
Corporation (NCDC)”.
[F.No.
1/27/96-CL V]
RAJIV MEHRISHI, Jt. Secy.
(Department
of Company Affairs)
G.S.R.
641(E).- In exercise of the powers conferred by clause (a) of sub-section
(1) of section 642, read with sub-section (1) of section 581ZL of the Companies
Act, 1956 the Central Government hereby makes the following rules, namely :-
1. Short Title and Commencement.-
(1) These
rules may be called the Producer Companies (General Reserves) Rules, 2003.
(2). They shall come into force on the date of their publication
in the Official Gazette.
2.
Applicability. –
These
rules shall apply to a company formed and registered under section 581C of the
Companies Act, 1956.
3. Definition –
“co-operative society” means a society registered or deemed
to be registered under any law relating to co-operative societies for the time
being in force in any State.
4. Investment of general reserves –
A producer company formed and registered under
section 581C of the Companies Act, 1956,
shall make investments from and out of its general reserves in the
following manner, namely:-
(a) in
approved securities, fixed deposits, units and bonds issued by the Central or
State Governments or cooperative societies
or scheduled bank;
(b) in a co-operative bank, State co-operative bank,
co-operative land development bank or Central co-operative bank; or
(c) with any other scheduled bank;
(d) in any of the securities specified in section 20 of the
Indian Trusts Act, 1882; or
(e) in the shares or securities of any other multi-State
Co-operative society or any co-operative society; or
(f) in the shares, securities or assets of a public
financial institutions specified under section 4A of the Companies Act, 1956.
(F. No.
1/1/2003-CL-V)
RAJIV MEHRISHI, Jt. Secretary.
PUBLISHED IN THE GAZETTE OF
MINISTRY OF
FINANCE
(DEPARTMENT
OF COMPANY AFFAIRS)
G.S.R.
580(E) .- In exercise of the powers
conferred by sub-section (1) of section 642 of the Companies Act, 1956 (1 of
1956), the Central Government hereby makes the following rules further to amend
the Companies (Central Government’s) General Rules and Forms, 1956, namely:-
1. (1) These rules may
be called the Companies (Central Government’s) General Rules and Forms (Third
Amendment) Rules, 2003.
(2) They
shall come into force on the date of their publication in the Official Gazette.
2. In Companies (Central Government’s) General Rules and
Forms, 1956, for rule 10-B, the following shall be substituted, namely :-
“10-B Section 310 – For the purposes of
the first proviso to section 310, the amount of remuneration by way of fee for
each meeting of the Board of directors or a committee thereof, shall be as
under:
|
(a) |
Companies with a paid-up
share capital and free reserves of Rs.10 crore and
above or turnover of Rs.50 crore and above |
Sitting fees not to exceed
the sum of twenty thousand rupees |
|
(b) |
Other companies |
Sitting fees not to exceed
the sum of ten thousand rupees |
(F. No. 2/
12/2003-CL.V)
RAJIV
MEHRISHI
Joint
Secretary
Footnote: The Principal rules were published vide
S.R.O.432 dated 18-2-1956 and subsequently amended by:-
|
Serial Number |
Notification Number |
Notification Date |
|
1. |
SRO 2535 |
1.11.1956 |
|
2. |
SRO 3135 |
21.12.1956 |
|
3. |
SRO 237 |
19.1.1957 |
|
4. |
SRO 2105 |
29.1.1957 |
|
5. |
SRO 3038 |
28.9.1957 |
|
6. |
SRO 3867 |
7.12.1957 |
|
7. |
GSR 48 |
22.2.1958 |
|
8. |
GSR 723 |
23.8.1958 |
|
9. |
GSR 750 |
30.8.1958 |
|
10. |
GSR 1026 |
1.11.1958 |
|
11. |
GSR 14 |
3.1.1959 |
|
12. |
GSR 548 |
9.5.1959 |
|
13. |
GSR 1140 |
17.10.1959 |
|
14. |
GSR 1224 |
7.11.1959 |
|
15. |
GSR 1364 |
12.12.1959 |
|
16. |
GSR 220 |
27.2.1960 |
|
17. |
GSR 595 |
28.5.1960 |
|
18. |
GSR 195 |
18.2.1961 |
|
19. |
GSR 814 |
24.6.1961 |
|
20. |
GSR 1105 |
9.9.1961 |
|
21. |
GSR 1408 |
25.11.1961 |
|
22. |
GSR 653 |
12.5.1962 |
|
23. |
GSR 344 |
2.3.1963 |
|
24. |
GSR 628 |
13.4.1963 |
|
25. |
GSR 97 |
16.1.1965 |
|
26. |
GSR 822 |
12.6.1965 |
|
27. |
GSR 1570 |
30.10.1965 |
|
28. |
GSR 368 |
19.3.1966 |
|
29. |
GSR 421 |
18.3.1966 |
|
30. |
GSR 499 |
9.4.1966 |
|
31. |
GSR 743 |
21.5.1966 |
|
32. |
GSR 847 |
4.6.1966 |
|
33. |
GSR 1266 |
13.8.1966 |
|
34. |
GSR 130 |
20.1.1968 |
|
35. |
GSR 667 |
30.6.1973 |
|
36. |
GSR 327(E) |
10.6.1975 |
|
37. |
GSR 414(E) |
16.7.1975 |
|
38. |
GSR 2596 |
1.11.1975 |
|
39. |
GSR 2828 |
13.12.1975 |
|
40. |
GSR 154 |
31.1.1976 |
|
41. |
GSR 248(E) |
24.3.1976 |
|
42. |
GSR 627 |
14.5.1977 |
|
43. |
GSR 24(E) |
9.1.1979 |
|
44. |
GSR 1256 |
6.10.1979 |
|
45. |
GSR 555(E) |
4.9.1982 |
|
46. |
GSR 479(E) |
22.4.1988 |
|
47. |
GSR 694(E) |
10.6.1988 |
|
48. |
GSR 782(E) |
13.7.1988 |
|
49. |
GSR 908(E) |
7.9.1988 |
|
50. |
GSR 1032(E) |
26.10.1988 |
|
51. |
GSR 449 (E) |
17.4.1989 |
|
52. |
GSR 510(E) |
24.5.1990 |
|
53. |
GSR 795(E) |
18.9.1990 |
|
54. |
GSR 289(E) |
31.5.1991 |
|
55. |
GSR 614(E) |
3.10.1991 |
|
56. |
GSR 754(E) |
26.12.1991 |
|
57. |
GSR 312(E) |
6.3.1992 |
|
58. |
GSR 353(E) |
26.3.1992 |
|
59. |
GSR 484(E) |
11.5.1992 |
|
60. |
GSR 581 (E) |
27.8.1993 |
|
61. |
GSR 621 (E) |
24.9.1993 |
|
62. |
GSR 286(E) |
1.3.1994 |
|
63. |
GSR 598(E) |
28.7.1994 |
|
64. |
GSR 697(E) |
20.9.1994 |
|
65. |
GSR 283(E) |
21.3.1995 |
|
66. |
GSR 424(E) |
26.5.1995 |
|
67. |
GSR 251(E) |
21.6.1996 |
|
68. |
GSR 97(E) |
28.2.1997 |
|
69. |
GSR 126(E) |
1.3.1997 |
|
70. |
GSR 16(E) |
6.1.1999 |
|
71. |
GSR 23(E) |
12.1.1999 |
|
72. |
GSR 130(E) |
23.2.1999 |
|
73. |
GSR 788(E) |
29.11.1999 |
|
74. |
GSR 58(E) |
17.1.2000 |
|
75. |
GSR 363 (E) |
27.4.2000 |
|
76. |
GSR 638(E) |
26.7.2000 |
|
77. |
GSR 836(E) |
24.10.2000 |
|
78. |
GSR 24(E) |
15.01.2001 |
|
79. |
GSR 35(E) |
24.01.2001 |
|
80. |
GSR 51(E) |
31.01.2001 |
|
81. |
GSR 96(E) |
14.02.2001 |
|
82. |
GSR 330(E) |
07.05.2002 |
|
83. |
GSR 5(E) |
03.01.2003 |
|
84. |
GSR 479(E) |
12.06.2003 |
[ PUBLISHED IN THE GAZETTE
OF INIDA, EXTRAORDINARY, PART-II, SECTION 3, SUB-SECTION (ii) ON 17.07.2003 ]
MINISTRY OF FINANCE
(DEPARTMENT OF COMPANY AFFAIRS)
NOTIFICATION
S.O.815(E).- In exercise of
the powers conferred by sub-section (4)
of section 205C of the Companies Act, 1956 (1 of 1956), the Central Government
hereby makes the following further amendment in the notification of the
Government of India, erstwhile Ministry
of Law, Justice and Company Affairs (Department of Company Affairs) S.O.1280(E)
dated the 28th December, 2001 namely:-
In the said notification,
for serial No.2 and the entries thereto, the following shall be substituted,
namely:-
“2. Joint Secretary and
Financial Adviser,
Department of Company
Affairs - Member” .
(F.No.
5/5/2000-CL-V)
RAJIV MEHRISHI, JT. SECY.
PUBLISHED IN THE GAZETTE OF
PART-II, SECTION 3, SUB-SECTION (ii), EXTRAORDINARY
ON 19.06.2003
(DEPARTMENT OF COMPANY AFFAIRS)
S.O. 715(E). - In exercise of the powers conferred by the
sub-section (3) of section 1 of the Competition Act, 2002 (12 of 2003), the
Central Government hereby appoints the 19th June, 2003, as the date
on which the following sections of the said Act, shall come into force, namely:
-
|
(1)
Section 2 except clauses (d), (g), (j), (k), (i)
and (n); (2)
Section 7; (3)
Section 11; (4)
Section 12; (5)
Section 13; (6)
Section 15; (7)
Section 22; (8)
Section 23; |
(9)
Section 36; (10)
Section 49; (11)
Section 50; (12)
Section 51; (13)
Section 52; (14)
Section 53; (15)
Section 54; |
(16) Section 55; (17) Section 56; (18) Section 57; (19) Section 58; (20) Section 59; (21) Section 60; (22) Section 61; (23) Section 62; (24) Section 63 except
clause (a), (b), (d), (e), (f), (g) and (n) of sub-section (2) (25) Section 64; (26) Section 65. |
[F. No. 1/8/2003-CL.V]
(Rajiv Mehrishi)
Joint Secretary
PUBLISHED IN THE GAZETTE OF
MINISTRY OF FINANCE
(DEPARTMENT OF COMPANY AFFAIRS)
G.S.R. 480(E).- In exercise
of the powers conferred by sub-section (4A) of Section 227 of the Companies
Act, 1956 (1 of 1956), read with the Notification of the Government of India in
the Department of Company Affairs, number G.S.R. 443(E), dated 18th
October, 1972, as amended from time to time and in supersession
of order number G.S.R. 909(E), dated 7th September, 1988, published
in the Gazette of India, part II, section 3, sub section (i),
except as respects things done or omitted to be done before the supersession, and after consultation with the Institute of
Chartered Accountants of India [constituted under the Chartered Accountants
Act, 1949 (38 of 1949)], in regard to class of companies to which this order
applies and other ancillary matters, the Central Government hereby makes the
following Order, namely:-
1. Short title, application and commencement. –
(1) This
order may be called the Companies
(Auditor’s Report) Order, 2003.
(2) It
shall apply to every company including a foreign company as defined in section
591 of the Act, except the following :-
(i) a Banking
company as defined in clause (c) of section 5 of the Banking Regulation Act,
1949 (10 of 1949);
(ii) an insurance company as defined in
clause (21) of section 2 of the Act;
(iii) a company
licensed to operate under section 25 of the Act; and
(iv) a private limited company with a paid up capital and reserves
not more than fifty lakh rupees and has not accepted
any public deposit and does not have loan outstanding ten lakh
rupees or more from any bank or financial institution and does not have a
turnover exceeding five crore rupees.
(3) It shall come
into force on the 1st day of July, 2003.
2. Definitions. –
In this Order, unless the context
otherwise requires,-
(a) “Act” means the Companies Act, 1956 (1 of
1956);
(b) “chit fund company”, “nidhi company”
or “mutual benefit company” means a company engaged in the business of
managing, conducting or supervising as a foreman or agent of any transaction or
arrangement by which it enters into an agreement with a number of subscribers
that every one of them shall subscribe to a certain sum of instalments
for a definite period and that each subscriber, in his turn, as determined by
lot or by auction or by tender or in such other manner as may be provided for
in the agreement, shall be entitled to a prize amount, and includes companies
whose principal business is accepting fixed deposits from, and lending money
to, members;
(c) “finance company” means a company engaged in the business of
financing, whether by making loans or advances or otherwise, of any industry,
commerce or agriculture and includes any company engaged in the business of
hire-purchase, lease financing and financing of housing;
(d) “investment company” means a company engaged in the business
of acquisition and holding of, or dealing in, shares, stocks, bonds,
debentures, debenture stocks, including securities issued by the Central or any
State Government or by any local authority, or in other marketable securities
of a like nature;
(e) “manufacturing company” means a company engaged in any manufacturing
process as defined in the Factories Act, 1948 (63 of 1948);
(f) “mining company” means a company
owning a mine, and includes a company which carries on the business of a mine
either as a lessee or occupier thereof;
(g) “processing company” means a company engaged in the business
of processing materials with a view to their use, a sale, delivery or disposal;
(h) “service company” means a company engaged in the business of
supplying, providing, maintaining and operating any services, facilities,
conveniences, bureaux and the like for the benefit of
others;
(i) “trading
company” means a company engaged in the business of buying and selling goods.
3. Auditor’s
report to contain matters specified in paragraphs 4 and 5. –
Every report made by
the auditor under section 227 of Act, on the accounts of every company examined
by him to which this Order applies for every financial
year ending on any day on or after the commencement of this Order, shall
contain the matters specified in paragraphs 4 and 5.
4. Matters
to be included in the auditor’s report. –
The auditor’s report
on the account of a company to which this Order applies shall include a
statement on the following matters, namely :-
(i) (a) whether the
company is maintaining proper records showing full particulars, including
quantitative details and situation of fixed assets;
(b) whether these fixed assets have been physically verified by
the management at reasonable intervals; whether any material discrepancies were
noticed on such verification and if so, whether the same have been properly
dealt with in the books of account;
(c) if
a substantial part of fixed assets have been disposed off during the year,
whether it has affected the going concern;
(ii) (a) whether physical
verification of inventory has been conducted at reasonable intervals by the
management;
(b) are the procedures of physical
verification of inventory followed by the management reasonable and adequate in
relation to the size of the company and the nature of its business. If not, the
inadequacies in such procedures should be reported;
(c) whether the company is maintaining
proper records of inventory and whether any material discrepancies were noticed
on physical verification and if so, whether the same have been properly dealt
with in the books of account;
(iii) (a) has the company either granted or taken
any loans, secured or unsecured to/from companies, firms or other parties
covered in the register maintained under section 301 of the Act. If so, give
the number of parties and amount involved in the transactions.
(b) whether the rate of interest and other
terms and conditions of loans given or taken by the company, secured or
unsecured, are prima facie prejudicial to the interest of the company;
(c) whether payment
of the principal amount and interest are also regular;
(d) if overdue
amount is more than one lakh, whether reasonable
steps have been taken by the company for recovery/payment of the principal and
interest;
(iv) is there an adequate
internal control procedure commensurate with the size of the company and the
nature of its business, for the purchase of inventory and fixed assets and for
the sale of goods. Whether there is a continuing failure to correct major
weaknesses in internal control;
(v) (a) whether transactions that need to be
entered into a register in pursuance of section 301 of the Act have been so
entered;
(b) whether each of
these transactions have been made at prices which are reasonable having regard
to the prevailing market prices at the relevant time;
(This information is required only
in case of transactions exceeding the value of five lakh
rupees in respect of any party and in any one financial year).
(vi) in case the company has accepted deposits
from the public, whether the directives issued by the Reserve Bank of India and
the provisions of sections 58A and 58AA of the Act and the rules framed there
under, where applicable, have been complied with. If not, the nature of
contraventions should be stated; If an order has been passed by Company Law
Board whether the same has been complied with or not?
(vii) in the case of listed companies and/or
other companies having a paid-up capital and reserves exceeding Rs.50 lakhs as at the commencement of the financial year
concerned, or having an average annual turnover exceeding five crore rupees for a period of three consecutive financial
years immediately preceding the financial year concerned, whether the company
has an internal audit system commensurate with its size and nature of its
business;
(viii) where maintenance of cost records has been
prescribed by the Central Government under clause (d) of sub-section (1) of
section 209 of the Act, whether such accounts and records have been made and
maintained;
(ix) (a) is
the company regular in depositing undisputed statutory dues including Provident
Fund, Investor Education and Protection Fund, Employees’ State Insurance,
Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate
authorities and if not, the extent of the arrears of outstanding statutory dues
as at the last day of the financial year concerned for a period of more than
six months from the date they became payable, shall be indicated by the
auditor.
(b) in case dues of sales tax/income tax/custom tax/wealth
tax/excise duty/cess have not been deposited on
account of any dispute, then the amounts involved and the forum where dispute
is pending may please be mentioned.
(A mere representation
to the Department shall not constitute the dispute).
(x) whether in case of a company which has
been registered for a period not less than five years, its accumulated losses
at the end of the financial year are not less than fifty per cent of its
net worth and whether it has incurred cash losses in such financial year and in
the financial year immediately preceding such financial year also;
(xi) whether the
company has defaulted in repayment of dues to a financial institution or bank
or debenture holders? If yes, the period and amount of default to be reported;
(xii) whether
adequate documents and records are maintained in cases where the company has
granted loans and advances on the basis of security by way of pledge of shares,
debentures and other securities; If not, the deficiencies to be pointed out.
(xiii) whether the provisions of any special statute applicable to
chit fund have been duly complied with? In respect of nidhi/
mutual benefit fund/societies;
(a) whether the net-owned funds to deposit liability ratio is
more than 1:20 as on the date of balance sheet;
(b) whether the company has complied with the prudential norms
on income recognition and provisioning against sub-standard/default/loss
assets;
(c) whether the company has adequate procedures for appraisal of
credit proposals/requests, assessment of credit needs and repayment capacity of
the borrowers;
(d) whether the repayment schedule of various loans granted by
the nidhi is based on the repayment capacity of the
borrower and would be conducive to recovery of the loan amount;
(xiv) if the
company is dealing or trading in shares, securities, debentures and other
investments, whether proper records have been maintained of the transactions
and contracts and whether timely entries have been made therein; also whether
the shares, securities, debentures and other securities have been held by the
company, in its own name except to the extent of the exemption, if any, granted
under section 49 of the Act;
(xv) whether the company
has given any guarantee for loans taken by others from bank or financial
institutions, the terms and conditions whereof are prejudicial to the interest
of the company;
(xvi) whether term loans were applied for the purpose for which
the loans were obtained;
(xvii) whether the funds
raised on short-term basis have been used for long term investment and vice
versa; If yes, the nature and amount is to be indicated;
(xviii) whether the company
has made any preferential allotment of shares to parties and companies covered
in the Register maintained under section 301 of the Act and if so whether the
price at which shares have been issued is prejudicial to the interest of the
company;
(xix) whether securities have been created in respect of
debentures issued?
(xx) whether the management has disclosed on the end use of money
raised by public issues and the same has been verified;
(xxi) whether
any fraud on or by the company has been noticed or reported during the year; If
yes, the nature and the amount involved is to be indicated.
5. Reasons to be stated for
unfavourable or qualified answers. – Where, in the auditor’s report, the answer
to any of the questions referred to in paragraph 4 is unfavourable or
qualified, the auditor’s report shall also state the reasons for such
unfavourable or qualified answer, as the case may be. Where the auditor is
unable to express any opinion in answer to a particular question, his report
shall indicate such fact together with the reasons why it is not possible for him
to give an answer to such question.
(File No. 2/
28 /2002-CL.V)
Rajiv Mehrishi
JOINT SECRETARY
Published in the Gazette of
PART II- Section 3, Sub-section (ii), on
12.06.2003
MINISTRY OF FINANCE
(Department of Company Affairs)
CORRIGENDUM
S.O.
674(E).– In the English version of the notification of the Government of India,
Ministry of Finance (Department of Company Affairs) vide S.O. 518(E) dated 9th
May, 2003 published in the Gazette of India, Extraordinary, Part II, Section 3,
Sub-section (ii) dated 9th May, 2003 for “40. National Co-operative Department
Corporation (NCDC)” read
“40. National Co-operative Development Corporation (NCDC)”.
[F.No.
1/27/96-CL V]
RAJIV MEHRISHI, Jt. Secy.
PUBLISHED IN THE GAZETTE OF
(DEPARTMENT OF COMPANY AFFAIRS)
NOTIFICATION
S.O.
518 (E).- In exercise of the powers
conferred by sub-section (2) of section 4A of the Companies Act, 1956 (1 of
1956), the Central Government hereby specifies the following institution to be
a public financial institution and for that purpose makes the following further
amendment in the Notification of the Government of India, in the Ministry of
Law, Justice and Company Affairs (Department of Company Affairs) number S.O.
1329 dated 8th May, 1978,namely:-
In the said notification, after serial no:
39, the following serial no and the entries relating thereto shall be inserted,
namely:-
“40. National Cooperative Department
Corporation (NCDC)”.
[F.
No.1/27/96-CL.V]
RAJIV
MEHRISHI
Joint
Secretary
Note:- The
Principal Notification was published vide S.O. 1329 dated 8.5.1978 and
subsequently amended by :-
1. No. S.O. 330 dated
21-2-1988
2. No. S.O. 7(E) dated
3-1-1990
3. No. S.O. 238(E) dated
20-3-1990
4. No. S.O. 321(E) dated
12-4-1990
5. No. S.O. 674(E) dated 31-8-1990
6. No. S.O. 484(E) dated
26-7-1991
7. No. S.O. 812(E) dated 2-12-1991
8. No. S.O. 128(E) dated
11-2-1992
9. No. S.O. 765(E) dated
8-10-1993
10. No. S.O. 98(E) dated
15-2-1995
11. No. S.O. 247(E) dated
28-3-1995
12. No. S.O. 843(E) dated
17-10-1995
13. No. S.O. 529(E) dated
23-7-1996
14. No. S.O. 857(E) dated
9-12-1996
15. No. S.O. 433(E) dated
14-6-1999
16. No. S.O. 440(E) dated 17-4-2002
17. No. S.O. 322(E) dated 25-3-2003
PUBLISHED IN THE GAZETTE OF
SUB-SECTION (i) DATED 23.04.2003
MINISTRY OF FINANCE AND COMPANY AFFAIRS
( Department of Company Affairs )
G.S.R.348(E).- In exercise of the powers
conferred by section 77A of the Companies Act, 1956 ( 1 of 1956 ) read with
sub-section (1) of section 642 of the said Act, the Central Government hereby
makes the following rules further to amend the Private Limited Company and
Unlisted Public Limited Company (Buy-back of
Securities) Rules, 1999, namely:-
1. (1) These
rules may be called the Private Limited Company and Unlisted Public Limited
Company (Buy-back of Securities) Amendment Rules, 2003.
(2) They
shall come into force on the date of their publication in the Official Gazette.
2. In the Private Limited Company and Unlisted Public
Limited Company ( Buy-back of Securities) Rules, 1999, in Schedule-II, after
clause (xx), the following clause shall be inserted, namely :-
“ (xxi) The debt equity ratio for Housing Finance
Companies, as may be specified by the National Housing Bank being the regulator
in consultation with the Central Government.”
[F.No. 3/6/2002-CL.V]
RAJIV MEHRISHI
Joint Secretary
Foot-note:- The principal
rules were published in the Gazette of India vide number G.S.R. 502 (E) dated
6.7.1999 and further amended vide:-
1.
G.S.R. 216(E) dated 02.03.2000.
PUBLISHED IN THE GAZETTE OF
GOVERNMENT OF
MINISTRY OF FINANCE AND COMPANY AFFAIRS
DEPARTMENT OF COMPANY AFFAIRS
G.S.R. 324 (E).– In
exercise of the powers conferred by section 3 of the Destruction of Records
Act, 1917 (5 of 1917), and in supersession of the
Disposal of Records (in the Offices of the Registrars of Companies) Rules,
1984, except as respect 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 Disposal of Records (in the Offices of the Registrars
of Companies) Rules, 2003.
(2) They
shall come into force on the date of their publication in the Official Gazette.
2. Definitions. –
In these rules, unless the context otherwise
requires,-
(a) “Act”
means the Companies Act, 1956 (1 of 1956);
(b) “company” has the meaning assigned to it in the Act and
includes a foreign company within the meaning of section 591 of the Act;
(c) “company
in operation” means a company whose name has not been struck off the register
under sub-section (5) of section 560 of the Act or which has not been fully
wound up and finally dissolved;
(d) “registered
documents” means a document filed and registered or recorded by the Registrar
of Companies in pursuance of the Act and any register or other records
maintained by the Registrar of Companies in pursuance of the Act; and
(e) “Registrar
of Companies” means a Registrar, or an Additional, a Joint, Deputy or an
Assistant Registrar, having the duty for registering companies under the Act.
3. Certain
documents to be preserved permanently. –
The following documents shall be preserved
permanently, namely :-
(1) the Register of Companies;
(2) the Index to the Register of Companies;
(3) Index
Cards of Companies; and
(4) Registered
documents which relate to any company in operation and which are specified in
Schedule I to these rules.
4. Destruction
of documents. –
Subject to the previous order of the Registrar of
Companies, the following records in his office may be destroyed after the
expiration of the period of their preservation as specified below :-
(a) Records
to be preserved for 35 years:
(i) Register of Security Bonds; and
(ii) Succession
List of Officers.
(b) Records
to be preserved for 21 years :
All papers, registers, refund orders and
correspondence relating to the companies liquidation accounts.
(c) Records
to be preserved for 5 years :
(i) Copies of Government orders relating to
companies;
(ii) All papers, registers, refund orders and
correspondence relating to payment from companies unpaid dividend account under
section 205A of the Act and all papers, statements, registers and abstracts
relating to the amounts deposited in the fund established under section 205C of
the Act;
(iii) Registered
documents of companies which have been fully wound up and finally dissolved
together with correspondence relating to such companies;
(iv) Papers relating to legal proceedings from the date of
disposal of the case and appeal, if any;
(v) Copies of statistical returns furnished
to Government;
(vi) All
correspondence including correspondence relating to scrutiny of balance-sheets,
prosecutions, reports to the Regional Directors and Company Law Board including
inspections under section 209A of the Act, and the correspondence relating to complaints :
Provided
that in case of prosecution matters, the date is to be recorded from the date
of disposal of the case and appeal, if any.
5. Preservation of documents specified in
Schedule II. –
(1) The
registered documents specified in Schedule II to these rules relating to any
company in operation shall be preserved for the period indicated against them
in the said schedule.
(2) Notwithstanding anything contained in
these rules, where any document to which Schedule II applies has been filed by
the company,
(i) but has not
been registered on the date of publication of this notification, it shall be
registered before the 1st day of April, 2003 and shall be preserved
for a period of one year from the date of such registration; or
(ii) where it has already been registered before the date of
publication of this notification, shall be preserved for a period of two years
from the date of such registration:
Provided
that in either case, every such document shall be preserved for the period of
preservation provided under the said Schedule from the date of filing of the
document or one year from the date of registration, whichever is later.
6. Registered documents of foreign
companies. –
Registered documents of foreign companies which cease
to have any place of business in India shall be destroyed after expiry of three
years from the date such company ceases to have any place of business in India
in accordance with the following procedure:-
The Registrar of Companies, Delhi, shall intimate to
the Registrar concerned his intention to destroy the documents and other
records of a particular company by a certain date, two weeks in advance thereof
and the Registrar concerned shall, on receipt of such intimation, destroy the
said documents at the same time and communicate to the Registrar of Companies,
Delhi, the fact of such destruction.
7. Records to be preserved for three years :-
(1) All
books, records and papers, other than those specified in clauses (a), (b) and
(c) of rule 4, and
rule 5 and rule 6.
(2) Routine
correspondence regarding payment of fees, additional filing fees and
correspondence about the return of documents:
Provided that no record in the
office of the Registrar of Companies shall be destroyed without his previous
order in writing in that behalf.
8. Record of document destroyed to be
maintained. –
The Registrar of Companies shall maintain a Register
in two parts, in the form set out in the Appendix annexed hereto, wherein he
shall enter brief particulars of the records destroyed and shall certify by his
own hand writing therein the date and mode of destruction.
9. Application of other rules not barred. –
The provisions of these rules, shall be in addition
to and not in derogation of the rules for the destruction of office records
connected with accounts (containing in Appendix 13 to the Compilation of the
General Financial Rules) and the period prescribed under Record Retention
Schedule for Records common to all departments and such other rules (Appendix
IX, para 1, part II, Schedule).
[F.No.1/3/2003-CL.V]
RAJIV MEHRISHI
Joint Secretary
[See Rule
9]
PART I
(Particulars of documents relating to companies)
|
Name of company (1) |
act under which registered (2) |
date on which finally
dissolved or wound up or struck off (3) |
description of documents
destroyed (4) |
date and mode of destruction
with initials of the registrar of companies (5) |
|
|
|
|
|
|
|
|
|
|
|
|
(Particulars of documents other than those specified
in Part I)
|
No. of the file of
document destroyed (1) |
subject to which the
document refers (2) |
description of documents
destroyed (3) |
date AND mode of
destruction with initials of the registrar of companies (4) |
|
|
|
|
|
|
|
|
|
|
SCHEDULE I
[See Rule
3(4)]
|
No. (1) |
Name of document (2) |
period of preservation (3) |
|
1. |
Certified copy of order of
Regional Director confirming change of registered office from one place to
another within a State |
Permanent |
|
2. |
Certified copy of special
resolution for alteration of object clause in the Memorandum and a printed
copy of the memorandum so altered [section 18(1)] |
Permanent |
|
3. |
Certified copy of order
confirming change of registered office from one State to another [section
18(3)] |
Permanent |
|
4. |
Memorandum and articles
for registration of a new company [section 33(1)] |
Permanent |
|
5. |
Approval granted under
section 25 for modification in the memorandum and articles of association;
any order under section 31 |
Permanent |
|
6. |
Notice of consolidation or
division of share capital and of conversion and reconversion
into stock [section 95] |
Permanent |
|
7. |
Notice of increase of
share capital [section 97] for companies incorporated under section 25 |
Permanent |
|
8. |
Order of court confirming
reduction of share capital and certified copy of the order and minute
[section 103] |
Permanent |
|
9. |
Copy of order of court
regarding cancellation or variation of shareholders’ right [section 107] |
Permanent |
|
10. |
Notice of address at which
books of account are maintained [section 209(1)] |
Permanent |
|
11. |
Copy of order of court
regarding compromises and arrangements with creditors and members and copy of
orders in appeal [section 391(3)] |
Permanent |
|
12. |
Copy of orders of court
relating to reconstruction and amalgamation of companies [section 394(3)] |
Permanent |
|
13. |
Scheme or contract
involving transfer of shares [section 395(4A)(1)(i)] |
Permanent |
|
14. |
Order of amalgamation
[section 396] |
Permanent |
|
15. |
Copy of orders of court
for alteration of memorandum and articles of association under section 397 or
section 398 |
Permanent |
|
16. |
Abstract of receiver
accounts [section 421] Register of remittances into and withdrawal from
Reserve Bank of |
Permanent |
|
17. |
Certified copy of court’s
order declaring dissolution to be void [section 559(2)] |
Permanent |
|
18. |
Registration of existing
companies – copy of resolution [section 565] |
Permanent |
|
19. |
Registration of existing
companies – list of members [section 567(a)] |
Permanent |
|
20. |
Registration of existing
companies – statement of particulars to be filed [section 567(c)] |
Permanent |
|
21. |
Application by an existing
joint stock company for registration as a limited/unlimited company [section
568] |
Permanent |
|
22. |
Application by an existing
company (not being a joint stock company) for registration as a
limited/unlimited company [section 568] |
Permanent |
|
23. |
Registration of existing
companies – list of directors, etc. [section 568(a)] |
Permanent |
|
24. |
Registration of an
existing company – declaration form [section 569] |
Permanent |
SCHEDULE II
[See Rule
5]
|
No. (1) |
Name of document (2) |
period of preservation (3) |
|
1. |
Declaration of compliance
with requirements of the Act by an Advocate, Attorney, Pleader, Secretary or
Chartered Accountant in whole-time practice, or Director, Manager or
Secretary named as such in the articles [section 33(2)] |
5 years |
|
2. |
Return of deposit filed
under section 58A under rule 10 of the Companies (Acceptance of Deposits)
Rules, 1975 |
5 years |
|
3. |
Copy of advertisement or
statement in lieu of advertisement under section 58A (under rule 4/4A ibid) |
5 years |
|
4. |
Return of allotment of
shares [section 75(1)(a)] |
5 years |
|
5. |
Contract of allotment of shares
fully or partly paid up otherwise than in cash and verified copies of such
contract [section 75(1)(b)] |
5 years |
|
6. |
Prescribed particulars in
contracts not reduced to writing [section 75(2)] |
5 years |
|
7. |
Registered documents
relating to companies struck off under section 560(5) together with
correspondence [rule 4(3)] |
5 years |
|
8. |
A copy of declaration of
solvency in form 4A and a copy of return in Form 4C in case of buy back of
securities |
5 years |
|
9. |
Statement disclosing
amount or rate per cent of the commission of subscribing for shares where
they are not offered to the public for subscription [section 76] |
5 years |
|
10. |
Particulars of mortgages
[section 125] |
5 years after satisfaction
of charges. |
|
11. |
Particulars of charge on a
property acquired subject to charge [section 127] |
5 years after satisfaction
of charges. |
|
12. |
Registration of one issue
of series of debentures [section 128] |
One year after redemption
of debentures or satisfaction of charge, or one year after the date of credit
of amount of matured debentures with interest accrued thereon to Investor
Education and Protection Fund established under section 205C of the Act,
whichever is later. |
|
13. |
Registration of debentures
in more than one series [proviso to section 128] |
One year after redemption
of debentures or satisfaction of charge, or one year after the date of credit
of amount of matured debentures with interest accrued thereon to Investor
Education and Protection Fund established under section 205C of the Act,
whichever is earlier. |
|
14. |
Particulars of commission
on debentures |
5 years |
|
15. |
Particulars of
modification of charge [section 135] |
5 years after satisfaction
of charges |
|
16. |
Memorandum of satisfaction
of charge [section 138] |
5 years after satisfaction |
|
17. |
Declaration before
commencing business by a company issuing a prospectus [section 149(1)] |
One year after issue of
certificate by the Registrar. |
|
18. |
Declaration before
commencing business by a company, issuing a statement in lieu of prospectus
[section 149(2)] |
One year after issue of certificate
by the Registrar. |
|
19. |
Return under section 187C |
8 years |
|
20. |
Registration of resolution
and agreements [section 192) |
5 years |
|
21. |
Annual return of members
of a company having share capital [section 159] |
5 years |
|
22. |
Annual return of members
not having share capital [section 160] |
3 years. |
|
23. |
Annual balance sheet and
profit and loss account [section 220] |
8 years or the filing of
next balance sheet and profit and loss account whichever is later. |
|
24. |
Notice of auditor [section
224(1)] |
3 years |
|
25. |
Consent of candidates for
directorship to be filed with the Registrar [section 264(2)] |
5 years |
|
26. |
List of persons consenting
to be director [section 266(4)] |
5 years |
|
27. |
Consent form of directors
[section 266(1)(a)) and affidavit regarding the shares registered in the name
of a director [section 266(1)(b)(iv)] |
5 years |
|
28. |
Undertaking of directors
to take qualification shares [section 266(1)(b)(iii)] and declaration of
qualification shares held by a director [section 271] |
5 years |
|
29. |
Particulars of directors,
etc. [section 303(2)] |
5 years |
|
30. |
Register of Directors |
5 years |
|
31. |
Copy of winding up order
by court [section 445(1)] |
5 years from the date of
the dissolution or one year after an application is rejected under section
559 of the Companies Act, 1956. |
|
32. |
Audited accounts of
official liquidators [section 462(4)] |
5 years from the date of
the dissolution or one year after an application is rejected under section
559 of the Companies Act, 1956. |
|
33. |
Copy of order of court
staying winding-up [section 466(3)] |
5 years from the date of
the dissolution or one year after an application is rejected under section
559 of the Companies Act, 1956. |
|
34. |
Copy of the order of
dissolution of a company by court. |
5 years from the date of
the dissolution or one year after an application is rejected under section
559 of the Companies Act, 1956. |
|
35. |
Declaration of solvency in
the case of voluntary winding-up [section 488(2)(a)] |
5 years from the date of
the dissolution or one year after an application is rejected under section
559 of the Companies Act, 1956. |
|
36. |
Notice of appointment of
liquidator in voluntary winding-up [section 493(1)] |
5 years from the date of
the dissolution or one year after an application is rejected under section
559 of the Companies Act, 1956. |
|
37. |
Return of final meeting
and dissolution in the case of members winding up [section 497(3)] |
5 years from the date of
the dissolution or one year after an application is rejected under section
559 of the Companies Act, 1956. |
|
38. |
Copy of order of the court
deferring the date of dissolution in the case of members winding up [section
497(6)] |
5 years from the date of
the dissolution or one year after an application is rejected under section
559 of the Companies Act, 1956. |
|
39. |
Winding-up notice of
creditors’ resolution [section 501(1)] |
5 years from the date of
the dissolution or one year after an application is rejected under section
559 of the Companies Act, 1956. |
|
40. |
Copy of order of the court
deferring date of dissolution in creditors winding-up [section 509(1)] |
5 years from the date of
dissolution or one year after an application is rejected under section 559 of
the Companies Act, 1956. |
|
41. |
Return of final meeting
and dissolution in the case of creditors’ winding up [section 509(3)] |
5 years from the date of
dissolution or one year after an application is rejected under section 559 of
the Companies Act, 1956. |
|
42. |
Notice by liquidator of
his appointment by court in the case of voluntary wind-up [section 516(1)] |
5 years from the date of
dissolution or one year after an application is rejected under section 559 of
the Companies Act, 1956. |
|
43. |
Liquidator’s statement of
account [section 555(1)(b)] |
5 years from the date of
dissolution or one year after an application is rejected under section 559 of
the Companies Act, 1956. |
|
44. |
Registered documents
relating to companies struck off under section 560(5) together with
correspondence |
21 years |
|
45. |
Prospectus or statement in
lieu of prospectus by a private company altering the articles for converting
itself into a public company [section 44] |
5 years |
|
46. |
Prospectus by a public
company [section 60] |
5 years |
|
47. |
Statement in lieu of
prospectus by a company which does not issue prospectus [section 70] |
5 years |
|
48. |
Notice of increase of
members [section 97] |
5 years |
|
49. |
Statutory Report [section
165] |
5 years |
|
50. |
Notice of receiver/manager
on so ceasing [section 137] |
21 years |
|
51. |
Notice of appointment of
receiver/manager [section 137] |
21 years |
|
52. |
Notice of the situation of
office where a foreign register is kept or any changes therein [section
157(2)] |
Permanent or 5 years after
closing of the office in |
|
53. |
Notice of dissenting share
holders [section 395] |
3 years after Court’s
order |
|
54. |
Registered documents of
companies which have been fully wound up and finally dissolved together with
correspondence relating to such companies. |
3 years after Court's
order |
|
55. |
Notice of situation of
registered office and any change there in [section 146] |
Permanent or the last
change of situation of the registered office. |
|
56. |
List of unclaimed
dividends Form No.1, rule 3(5) of the Companies Unpaid Dividend (Transfer to
General Revenue Accounts of the Central Government) Rules, 1978 [section
205A] |
10 years |
|
57. |
Statement of unclaimed
dividends [section 555] |
10 years |
|
58. |
Intimation of director’s
disqualification by a director |
6 years |
|
59. |
Form 1AA, 1AB and 1AC
intimation of officer charged with duties |
5 years |
|
60. |
Return of appointment of
managerial personnel [section 269] |
5 years |
|
61. |
Compliance certificate
[section 383A] |
5 years |
|
62. |
Any other registered
document not specified above |
3 years |
PUBLISHED
IN THE GAZETTE OF
MINISTRY OF FINANCE AND COMPANY AFFAIRS
DEPARTMENT OF COMPANY AFFAIRS
G.S.R. 323(E).– In exercise of the powers conferred
by section 58A read with section 642 of the Companies Act, 1956 (1 of 1956),
the Central Government, in consultation with the Reserve Bank of India, hereby
makes the following rules further to amend the Companies (Acceptance of
Deposits) Rules, 1975, namely:-
1. (1) These rules may be called the Companies (Acceptance of
Deposits) (Second Amendment) Rules, 2003.
(2) They
shall come into force on the date of their publication in Official Gazette.
2. In
the Companies (Acceptance of Deposits) Rules, 1975, in the Form, in Part-I,-
(i) in tem 2, for sub-item (b) the
following sub-item shall be substituted, namely:-
“(b) (i) Free of interest 831
(ii) Below 6% 832
(iii) 6% or more but less than 9% 833
(iv) 9% or more but less than 11% 834
(v) 11% or more but less than 12.5% 835
(vi) at 12.5% 836
(vii) more than
12.5%
837
(viii) Total 830 ”;
(ii) in item 4, for sub-item (b) the following sub-item shall be
substituted, namely:-
“(b) (i) Free of
interest 881
(ii) Below 6% 882
(iii) 6% or more but less than 9% 883
(iv) 9% or more but less than 11% 884
(v) 11% or more but less than 12.5% 885
(v) at 12.5% 886
(vi) more than 12.5% 887
(vii) Total 880 ”;
[F.NO. 5/12/2001-CL-V]
RAJIV MEHRISHI
Joint
Secretary
Foot
Note:- The
Companies (Acceptance of Deposits ) Rules, 1975 published vide Notification No. G.S.R. 43(E) dt. 3-2-1975, Part II, Section 3, Sub-section (i) of the Gazette of India
(Extraordinary) dated 3-2-1975, subsequently amended by Notifications No :-
|
|
S.O.524(E) dated 18.9.1975 |
|
|
S.O.684(E) dated
29.11.1975 |
|
|
G.S.R. 427(E) dated
29.6.1976 |
|
|
G.S.R. 820(E) dated
24.9.1976 |
|
|
G.S.R. 965(E) dated
29.12.1976 |
|
|
G.S.R. 385(E) dated
17.6.1977 |
|
|
G.S.R. 386(E) dated
17.6.1977 |
|
|
G.S.R. 424(E) dated
27.6.1977 |
|
|
G.S.R. 793(E) dated
20.12.1977 |
|
|
G.S.R. 200(E) dated
30.3.1978 |
|
|
G.S.R. 252(E) dated
27.4.1978 |
|
|
G.S.R. 341(E) dated
29.6.1978 |
|
|
G.S.R. 378(E) dated
17.7.1978 |
|
|
G.S.R. 586(E) dated
21.12.1978 |
|
|
G.S.R. 109(E) dated
21.3.1980 |
|
|
G.S.R. 185(E) dated
1.4.1980 |
|
|
G.S.R. 380(E) dated
24.6.1980 |
|
|
G.S.R. 435(E) dated
18.7.1980 |
|
|
G.S.R. 546(E) dated
24.9.1980 |
|
|
G.S.R. 187(E) dated
20.3.1981 |
|
|
G.S.R. 44(E) dated
12.1.1982 |
|
|
G.S.R. 286(E) dated
19.3.1985 |
|
|
G.S.R. 372(E) dated
19.4.1985 |
|
|
G.S.R. 482(E) dated
5.6.1985 |
|
|
G.S.R. 7(E) dated 2.1.1986 |
|
|
G.S.R. 358(E) dated
1.4.1987 |
|
|
G.S.R. 620(E) dated
1.7.1987 |
|
|
G.S.R. 850(E) dated
12.10.1987 |
|
|
G.S.R. 551(E) dated
7.6.1990 |
|
|
G.S.R. 39(E) dated
10.1.1992 |
|
|
G.S.R. 814(E) dated
19.10.1992 |
|
|
G.S.R. 744(E) dated
10.12.1993 |
|
|
G.S.R. 767(E) dated
1.12.1995 |
|
|
G.S.R. 385(E) dated
24.5.2001 |
|
|
G.S.R. 873(E) dated
28.11.2001 |
|
|
G.S.R. 77(E) dated
4.2.2002 |
|
|
G.S.R. 300(E) dated
3.4.2003 |
PUBLISHED IN THE GAZETTE OF
PART-II, SECTION 3, SUB-SECTION (i), EXTRAORDINARY DATED 04.04.2003
(DEPARTMENT OF COMPANY AFFAIRS)
Dated
G.S.R.
303(E).- In exercise of the
powers conferred by clause (a) of sub-section (2) of section 63, read with
section 9, of the Competition Act, 2002 (12 of 2003), the Central Government
hereby makes the following rules, namely: -
1. Short title and commencement.-
(1) These rules may be called the Competition
Commission of India (Selection of Chairperson and other Members of the
Commission) Rules, 2003.
(2) They
shall come into force on the date of their publication in the Official Gazette.
2. Definitions.-
(1) In
these rules, unless the context otherwise requires,-
(a) ‘Act’
means the Competition Act, 2002 (12 of 2003);
(b) ‘Commission’
means the Competition Commission of India established under sub-section (1) of
section 7 of the Act;
(c) ‘Committee’ means the committee constituted under sub-rule
(1) of rule 3.
(2) Words
and expressions used but not defined in these rules and defined in the
Competition Act, 2002 (12 of 2003) shall have the same meaning assigned to them
in that Act.
3. Constitution of committee.-
(1) The
Central Government shall constitute a committee for the selection of
Chairperson and other Members of the Commission.
(2) The
committee shall consist of; -
(a) a
person, who has been a retired judge of the Supreme Court or a High Court or a
retired Chairperson of a Tribunal established or constituted under an Act of
Parliament or a distinguished jurist or a Senior Advocate for five years or
more;……………………. Member,
(b) a
person who has special knowledge of, and professional experience of twenty-five
years or more in international trade, economics, business, commerce or
industry;…………………Member,
(c) a
person who has special knowledge of, and professional experience of twenty-five
years or more in accountancy, management, finance, public affairs or
administration;…………………….… Member, to be nominated by the Central
Government.
(3) The
Central Government shall nominate one of the Members of the committee to act as
the Chairperson of the committee.
(4) The
Joint Secretary in the Ministry of Finance and Company Affairs (Department of
Company Affairs) dealing with the Competition Act, 2002 (12 of 2003) shall be
the Convenor of the committee.
(5) The
term of the committee constituted under sub-rule (1) shall be for a period of
one hundred and twenty days from the date of its constitution.
4. Functions of committee.-
(1) As and
when vacancies of Chairperson or a Member in the Commission exist or arise, or
are likely to arise, the Central Government may make a reference to the
committee in respect of the vacancies to be filled.
(2) The
committee shall devise its own procedure for purpose of the selection of the
Chairperson or a Member of the Commission.
(3) The
committee shall recommend a person, or a panel of not more than three persons
in order of priority, as the committee may think fit, in respect of each vacancy
that has been referred to the committee.
(4) The
committee shall make its recommendations to the Central Government, within a
period not exceeding ninety days.
(5) If the
members of the committee differ in making its recommendation, the recommendation
of selection of the Chairperson or a member of the Competition Commission of
India shall be decided by the majority of the members of the committee.
5. Vacancy etc., not to invalidate
proceedings of the committee.-
No act or procedure of the committee shall be invalid
merely by reason of any vacancy in the committee.
[F. No.1/6/2003-CL.V]
RAJIV
MEHRISHI
Joint
Secretary
[PUBLISHED IN THE GAZETTE OF
MINISTRY OF FINANCE AND COMPANY AFFAIRS
DEPARTMENT OF COMPANY AFFAIRS
G.S.R. 300(E) – In exercise of the powers conferred
by section 58A read with section 642 of the Companies Act, 1956 (1 of 1956), the
Central Government, in consultation with the Reserve Bank of India, hereby
makes the following rules further to amend the Companies (Acceptance of
Deposits) Rules, 1975, namely: -
1. (1) These rules may be called the Companies (Acceptance of
Deposits) Amendment Rules, 2003.
(2) They shall come into force on the date of
their publication in Official Gazette.
2. In
the Companies (Acceptance of Deposits) Rules, 1975, in rule 2, in sub-rule (b),
after clause (xi), the following clause shall be inserted, namely: -
“(xii) any amount received as loan from the
National Dairy Development Board by the companies owned by it directly or
through its subsidiary companies.”
(F.NO. 5/12/2001-CL.V)
RAJIV MEHRISHI
Joint Secretary
Foot
Note:- The Companies
(Acceptance of Deposits ) Rules, 1975 published vide Notification No. G.S.R. 43(E) dt. 3-2-1975, Part II, Section 3, Sub-section (i) of the Gazette of India
(Extraordinary) dated 3-2-1975, subsequently amended by
Notifications No :-
|
|
S.O.524(E)
dated 18.9.1975 |
|
|
S.O.684(E)
dated 29.11.1975 |
|
|
G.S.R.
427(E) dated 29.6.1976 |
|
|
G.S.R.
820(E) dated 24.9.1976 |
|
|
G.S.R.
965(E) dated 29.12.1976 |
|
|
G.S.R.
385(E) dated 17.6.1977 |
|
|
G.S.R.
386(E) dated 17.6.1977 |
|
|
G.S.R.
424(E) dated 27.6.1977 |
|
|
G.S.R.
793(E) dated 20.12.1977 |
|
|
G.S.R.
200(E) dated 30.3.1978 |
|
|
G.S.R.
252(E) dated 27.4.1978 |
|
|
G.S.R.
341(E) dated 29.6.1978 |
|
|
G.S.R.
378(E) dated 17.7.1978 |
|
|
G.S.R.
586(E) dated 21.12.1978 |
|
|
G.S.R.
109(E) dated 21.3.1980 |
|
|
G.S.R.
185(E) dated 1.4.1980 |
|
|
G.S.R.
380(E) dated 24.6.1980 |
|
|
G.S.R.
435(E) dated 18.7.1980 |
|
|
G.S.R.
546(E) dated 24.9.1980 |
|
|
G.S.R.
187(E) dated 20.3.1981 |
|
|
G.S.R.
44(E) dated 12.1.1982 |
|
|
G.S.R.
286(E) dated 19.3.1985 |
|
|
G.S.R.
372(E) dated 19.4.1985 |
|
|
G.S.R.
482(E) dated 5.6.1985 |
|
|
G.S.R.
7(E) dated 2.1.1986 |
|
|
G.S.R.
358(E) dated 1.4.1987 |
|
|
G.S.R.
620(E) dated 1.7.1987 |
|
|
G.S.R.
850(E) dated 12.10.1987 |
|
|
G.S.R.
551(E) dated 7.6.1990 |
|
|
G.S.R.
39(E) dated 10.1.1992 |
|
|
G.S.R.
814(E) dated 19.10.1992 |
|
|
G.S.R.
744(E) dated 10.12.1993 |
|
|
G.S.R.
767(E) dated 1.12.1995 |
|
|
G.S.R.
385(E) dated 24.5.2001 |
|
|
G.S.R.
873(E) dated 28.11.2001 |
PUBLISHED IN THE GAZETTE OF
Ministry of Finance and Company Affairs
(Department of Company Affairs)
NOTIFICATION
G.S.R. 275 (E).- In exercise of the powers conferred by
clauses (a) and (b) of sub-section (1) of section 642 read with sub-section (3)
of section 81of the Companies Act, 1956 (1 of 1956), the Central Government
hereby makes the following rules further to amend the Public Companies (Terms
of Issue of Debentures and Raising of Loans with Option to Convert such
Debentures or Loans into Shares) Rules, 1977, namely :-
1. Short
title and commencement.-
(1) These
Rules may be called the Public Companies (Terms of Issue of Debentures and
Raising of Loans with Option to Convert such Debentures or Loans into
Shares) Amendment Rules, 2003.
(2) They
shall come into force on the date of their publication in the Official Gazette.
2. In the public Companies (Terms of Issue of Debentures and Raising of
Loans with Option to Convert such Debentures or Loans into Shares) Rules, 1977,
-
(i) in rules 2
after sub-rule (b), the following shall be inserted, namely :-
(c) “scheduled
bank” means a bank included in the Second Schedule to the Reserve Bank of India
Act, 1934, but does not include co-operative banks, regional rural banks and
foreign banks;
(ii) in rule 3, in sub-rule (b), after the words “a public
financial institution”, the words “or a scheduled bank”, shall be inserted;
(iii) in rule 3, in
sub-rule (d), after the words “financial institutions”, the words “or scheduled
banks, as the case may be”, shall be
inserted;
(iv) in rule 3, at the end, the following proviso shall be
inserted, namely :-
“Provided that a public financial institution or a
scheduled bank shall not convert all or any part of such debentures or loans
unless,-
(a) the company that has issued the
debentures or raised the loan has defaulted in the repayment/redemption of, or
payment of interest on, such loans or debentures; and
(b) such scheduled bank or public financial institution has
given the company notice of its intention to convert such loans or debentures
at least 30 days prior to the intended date of conversion.”
[F. No.1/9/2002-CL.V]
RAJIV MEHRISHI
Joint Secretary
Foot Note:- The
Principal Rules were published vide notification GSR 602 dated 2.5.1977 and
subsequently amended by :-
1. G.S.R. 623 dated 8.5.1978
2. G.S.R.1489 dated 25.11.1978
PUBLISHED IN THE GAZETTE OF
Ministry of Finance and Company Affairs
(Department
of Company Affairs)
NOTIFICATION
S.O. 344 (E).- In exercise
of the powers conferred by sub-section (2) of section 1 of the Companies
(Second Amendment) Act, 2002 (11 of 2003) the Central Government hereby
appoints the 1st day of April, 2003 as the date on which the
provisions of section 2 and 6 of the said Act shall come into force.
[F.
No.1/1/2003-CL.V]
RAJIV MEHRISHI
Joint Secretary
PUBLISHED IN THE GAZETTE OF INDIA
EXTRAORDINARY PART II SECTION 3 SUB-SECTION (ii) DATED 25 .3.2003
Ministry of Finance and Company Affairs
(Department of Company Affairs)
NOTIFICATION
S.O. 322 (E).-
In exercise of the powers conferred by sub-section (2) of section 4A of
the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the
following amendment in the notification of the Government of India, in the
Ministry of Law, Justice and Company Affairs (Department of Company Affairs)
number S.O. 1329 dated 8th May, 1978, namely:-
In the said
notification, for serial no. (9) and entries relating thereto, the following entry shall be
substituted, namely:-
“(9). IFCI Venture Capital Funds Limited
formed and registered under the Companies Act, 1956”.
[F.
No.3/3/2002-CL.V]
RAJIV
MEHRISHI
Joint
Secretary
Note:- The
Principal Notification was published vide S.O. 1329 dated 8.5.1978 and subsequently
amended by :-
1. No. S.O. 330 dated
21-2-1988
2. No. S.O. 7(E) dated
3-1-1990
3. No. S.O. 238(E) dated
20-3-1990
4. No. S.O. 321(E) dated
12-4-1990
5. No. S.O. 674(E) dated 31-8-1990
6. No. S.O. 484(E) dated
26-7-1991
7. No. S.O. 812(E) dated 2-12-1991
8. No. S.O. 128(E) dated
11-2-1992
9. No. S.O. 765(E) dated
8-10-1993
10. No. S.O. 98(E) dated
15-2-1995
11. No. S.O. 247(E) dated 28-3-1995
12. No. S.O. 843(E) dated
17-10-1995
13. No. S.O. 529(E) dated
23-7-1996
14. No. S.O. 857(E) dated
9-12-1996
15. No. S.O. 433(E) dated
14-6-1999
16. No. S.O.
440(E) dated 17-4-2002
(PUBLISHED IN THE GAZETTE OF INDIA, PART
II, SECTION 3, SUB-SECTION (ii), EXTRAORDINARY DATED 5.2.2003)
MINISTRY OF FINANCE AND COMPANY AFFAIRS
( DEPARTMENT OF COMPANY AFFAIRS )
NOTIFICATION
S.O.135(E).- In exercise of the powers conferred by
sub-section (2) of section 1 of the Companies (Amendment) Act, 2002 (1 of
2003), the Central Government hereby appoints the 6th day of
February, 2003 as the date on which the provisions of the said Act shall come
into force.
(F.No. 1/1/2003-CL.V)
RAJIV MEHRISHI
Joint Secretary
[ PUBLISHED IN THE GAZETTE OF
(Department of Company Affairs)
G.S.R. 89(E). –
In exercise of the powers conferred by clause (b) of sub section (1) of section
642, read with sub-section (1B) of section 314 of the Companies Act, 1956, the
Central Government hereby make the following rules, namely: -
1.
SHORT TITLE AND COMMENCEMENT;
(1) These
rules may be called Director’s Relatives (Office or Place of Profit) Rules,
2003.
(2) They shall come into force on the date of
their publication in the Official Gazette.
2.
APPLICABILITY. –
These
rules shall apply to all companies registered under the Companies Act, 1956
except as provided in these rules.
3.
APPROVAL OF THE CENTRAL GOVERNMENT IN CASE OF APPOINTMENT OF RELATIVES
ETC. OF DIRECTORS. –
No appointment for an office or place of profit in a
company shall take effect unless approved by the Central Government on an
application, in respect of -
(a) Partner or relative of a director or manager; or
(b) Firm in which such director or manager, or relative
of either is a partner; or
(c) Private company of which such director or manager or
relative of either is a director or member,which
carries a monthly remuneration
exceeding Rs. 50,000 p.m.
4. PROCEDURE OF EXAMINATION OF
APPLICATIONS. –
The application under rule 3 shall be
examined with respect to the following, in addition to all other requirements
under the Companies Act, 1956: -
(1) An
undertaking from the appointee that he/she will be in the exclusive employment
of the company and will not hold a place of profit in any other company.
(2) The
monetary value of all allowances and perquisites and of total remuneration
package (monthly/annually) proposed to be paid to the appointee and details of
the services that will be rendered by him to the company.
(3) Shareholding
pattern particularly the shareholding of the directors along with his/her/their relatives, the public
holding, institutional holding (each institution separately).
(4) The
educational qualification/ experience, pay scale, allowances and other benefits
of similarly placed executives. In case of the appointment of a relative, then,
an undertaking from the director/Company Secretary of the company that the
similarly placed employees are getting the comparable salary shall also be
enclosed along with the application.
(5) List/
Particulars of the employees who are in receipt of remuneration of Rs. 50,000/- or more per month.
(6) The
total number of relatives of all the directors either appointed as Managing/
Whole time director, Manager or in any other position in the company; the total
remuneration paid to each relative and the total remuneration paid to them
altogether as a percentage of profits as calculated for the purpose of section
198 of the Companies Act, 1956.
(7) The
selection and appointment of a relative of a director for holding office or
place of profit in the company shall be approved by adopting the same procedure
applicable to non-relatives. However, in the case of public companies, the
selection of a relative of director for holding place of office or profit in
the company shall have to be also approved by a Selection Committee.
EXPLANATION. – For the purposes of sub-rule (7) of
rule 4, the expression “Selection Committee” means a committee, the majority of
which shall consist of independent directors and an expert in the respective
field from outside the company.
[ F. No.5/23/2002-CL.V]
RAJIV MEHRISHI
(a) for Form
No.25-A, the following Form shall be substituted, namely: -
The Companies Act, 1956
State
where registered:
Nominal
Capital :
Registration No. :
Form of Application to the Central
Government for approval of appointment/ re-appointment and remuneration payable
to managing / whole-time director(s) or manager.
[Pursuant to sections 198(4), 269, 309(3), 311, 387
and 388]
Details
of application fee paid :
a) Payment is made by (i)
treasury challan, (ii) demand draft :
b) Treasury challan No./demand draft No. and date :
c) Name of bank/treasury
:
d) Fee paid
:
1.
Particulars of company (in block
letters)
a) Name of the company :
b) Address of Registered Office :
c) Date of registration under the Companies Act, 1956 :
d) Date of issue of Certificate of Commencement of
Business :
e) Nature
of business :
f) Whether
the company is : Yes/No.
covered under section
4 of
the Act.
If yes, date from which
it
became
so.
2.
a) Management
Structure (list of directors/managing directors/wholetime
directors/ manager) (in capital
letters):
Sl.No. | Name |
Designation |
Nationality | Date of Appointment
--------------------------------------------------------------------------------------------------------------------------------------
b) Managerial remuneration paid during the last three
years to be stated separately for each director/managing director/whole time
director/manager:
-------------------------------------------------------------------------------------------------------
Year Salary
Perquisite Commission Other
%age of Nature Whether If not
net
of approval of reasons
profits
service Government therefor
rendered obtained
(Yes/No)
-------------------------------------------------------------------------------------------------------
1 2 3 4 5 6 7 8 9
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
3.
Effective capital as per audited balance
sheet (as defined in Schedule XIII) (Rs. in
thousand).
Effective
capital as on
(i) Paid-up
share capital
..................................
Share premium account
..................................
Reserves and surplus
..................................
Long-term loans which are repayable
after
one year
..................................
Deposits ..................................
Total
..................................
(ii) Investments
..................................
Accumulated losses
..................................
Preliminary expenses not written of f
..................................
Total ..................................
(i)
– (ii) ..................................
4.
Working results of the Company during
last five years
-------------------------------------------------------------------------------------------------------
Financial Parameters Years
-------------------------------------------------------------------------------------------------------
Turnover
Net profit
(as computed under section
198)
Net profit as per profit and loss account
Amount of dividend paid
Rate of dividend declared
5.
In the case of new Companies, where the
commercial
production has not yet commenced, please furnish
estimated project cost, the sources of finance,
projections of turn over, net profits for the next three
years.
6. Reasons for loss/inadequacy of profits,
if any :
7. Steps taken to improve the performance :
of the
company, whether BIFR/financial
institutions/bank
has approved any scheme
for the
revival of the company. If so,
furnish the
details thereof and copy of the Scheme.
alongwith projection of turnover, net profit (as
computed
under section 198) for the next three
years.
8. Name and address of the present
auditors :
of the company.
9. Shareholding pattern of the company.
a) Details of shareholding as on
Equity Shares (1) as % age of
(Nos.) total shares
(1)
(2)
----------------------------------------------------------------------------------------------------------------------
b) Total number of Shares
c) Face value of the shares Rs.
d) Shares held by
i) Central/State Government :
ii) Public financial institution/bank :
iii) Foreign
nationals :
iv) Non-resident Indians :
v) Directors/promoters/their relatives/ :
friends, associates
vi) Indian public :
vii) Body
corporate (specify) :
viii) Others
(specify) :
-------------------------------------------------------------------------------------------------------
TOTAL
-------------------------------------------------------------------------------------------------------
10.
Proposal for which Central Government’s
approval is sought and justification thereof.
a) Proposal for : Appointment(s)/Reappointment(s)
b) ` For remuneration proposed to :
be paid to Managing director Whole-time
manager director(s)
c) Proposed
Remuneration (Furnish monetary value of each of the perquisites and allowances)
per month
Period of Salary
Perquisites Commission Others
Total % age of net Date from which
Appointment profits
approved by the
Remuneration
committee ,board /company
d) Whether
the application has been made
in conformity with section 269 (2) of the act.
If
not, furnish application under section 637B
of the act alongwith requisite
fee.
e) Which
clause(s) of Schedule XIII is/are not :
satisfied due to which the present application
is being made? Give full particulars.
f) If
the present proposal is for re-appointment : Yes/No.
was the earlier appointment made in accord-
ance with the provisions of
Schedule XIII or
with the approval of the Central Government
(Furnish
copy of Form 25C and/or earlier
approval letter).
11. Nature
of Services to be rendered by the proposed :
appointee(s)
1132529719. Whether the proposed appointee(s) suffers from any :Yes/No.
of the
disqualification mentioned in section 267 or
385.
If
yes, furnish details
13. Particulars of the proposed appointee
i) Name
ii) Designation
iii) Father’s
Name
iv) Nationality
v) Date
of birth
vi) Qualifications
vii) Experience
viii) Place of birth
ix) Income
details during the last three years:
Organisation Designation Duration Salary Perquisites Commission Total
From To
x) In case the proposed appointee is a
foreigner, also furnish the following:
a)
Country of origin
a)
Passport No.
xxxxxxxxxxxxxxxxxxxxxxxx) Date of issue
b)
Period of validity of passport From..............
To ...........
c)
Purpose of visit
eeeeeeeeeeeeeeeeeeeeeeeeeeee) Copy of visa
14. Whether the proposal for which
Government’s
approval
has been sought:
a) is covered by
the articles of association of the : Yes/No.
company
a) has the company set up a remuneration commi- : Yes/No.
ttee as prescribed in Part II of
Schedule XIII to the
Act.
c) has been approved by the remuneration : Yes/No.
committee of the company
d) has been approved by the Board of : Yes/No.
Directors of the company.
e) has been approved
by the company : Yes/No.
in general meeting.
f) date of resolution of the remuneration : Yes/No.
committee, Board and shareholders.
15. Is the appointee
working in any other : Yes/No.
company as
manager or managing director/
whole time
director or as a managing partner
of any firm
or is in whole time employment
anywhere
else?
If yes, please furnish the following :
a)
i) Name of the company/firm
ii) Address
iii) Whether
registered firm/company Company Firm
iv) Nature of business
v) Working
results for the last four years
Financial Parameters
Year ending on
Turnover
Net profit
(as computed under section 198)
Dividend Paid
Rate of dividend declared
Effective capital
(as defined
in Schedule XIII)
nnnnnnnnnnnnnnnnnnnnnnn)
Remuneration, if any, payable by the
other company/firm
Organisation Designation Duration
Salary Perquisites Commission Total
From To
Whether rendering any professional
services?
c) Details of service rendered and
remuneration.
d) Justification for proposed appointment,
when
the
appointee is already managing/whole-time
director in
another or a managing partner of a
firm or
whole time employee elsewhere.
zzzzzzzzzzzzzzzzzzzzzzzzzz) Whether
the provisions of section 316(2) have
been
complied with. If so furnish copy
of
board resolution, specific notice given to all
directors
alongwith evidence of such notice.
If
not indicate the reasons therefor.
e)
Whether he is engaged in any other profession,if so details thereof.
5785.
Whether the company has made any default in repayment
of its
debts (including public deposit) or debentures or
interest
payable thereon as prescribed in Part II of
Schedule
XIII. If yes, details thereof : Yes/No.
17. State whether the proposed appointee was
sentenced
to imprisonment for any period
or to a
fine exceeding Rs.1000/- on conviction
for any
offence under any of the 13 Acts
mentioned
in Clause 1 (a) of Part I of Schedule
MMMMMMMDXCV.
If so furnish the full details.
18. State whether the proposed appointee was
detained
for any period under the Conser-
vation of Foreign Exchange and Prevention
of Smuggling
Activities, Act 1974. If so,
details
thereof.
19. a) State the
nature and extent of direct or
indirect interest of director/manager in
selling/buying agencies, distribution, if any.
b)
Financial benefits derived therefrom
during
the last 3 years.
20. The
names of News papers in which notices under section 640B have been published alongwith dates thereof (enclose paper cutting).
-------------------------------------------------------------------------------------------------------
Name of the News paper Date
of publication
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
21. Whether the copy of the application
together
with the
enclosures has been sent to Registrar
of
Companies pursuant to rule 20A(i) of the
Companies (Central Government’s)
General
Rules and Forms, 1956.
If yes, the date of admission : Yes/No.
22. The following documents are enclosed:
(ii) Certified copy of Memorandum and Articles of
Association.
(mmmmmmmmmmmmmlxxvii) Certified copies of the annual accounts together with
directors’ report and auditors’ report for the latest five financial years.
(iii) Certified copies of the resolution of remuneration
committee, board/shareholder(s) including resolution under section 316(2) where
applicable.
(mmmmmmmmmmmmmcdxlvii) Certified copy of Scheme approved by BIFR/finacial institutions/bank, for the revival of the company,
if any.
(iv) Certified
copies of newspaper clipping of notices published under 640B, in original.
(mmmmmmmmmmmmmdccciv) Copy of draft agreement entered into between the
company and the proposed appointee.
(v) Copies of FIPB/RBI approval in case of foreign
investment/colaboration.
Application to
the Central Government for approval to the payment of minimum remuneration or
of remuneration in excess of the limits prescribed under section 198 (1)/309(3)
23. Whether
the company proposes to pay
minimum
remuneration in the absence
of or
inadequacy of profits or remune-
ration in
excess of the limits prescribed
under section 198(1) / 309(3)?
If so, please furnish details of the proposal
(enclose
copies of the relevant resolution)
NOTE : Seperate application fees
to be paid in respect of the application under Part – C. Please enclose
original copy of
treasury challan/demand draft in favour of Pay and Accounts Officer, Department of Company
Affairs,
To
the best of our knowledge and belief, the information given in this application
and its annexures is correct and complete.
Signature.................................................
Dated
this ...................... day of ..................200.... Designation
.............................................”
(a) for Form
No.25-A, the following Form shall be substituted, namely: -
The
Companies Act, 1956
State
where registered:
Nominal
Capital :
Registration No. :
Form of Application to the Central
Government for approval of appointment/ re-appointment and remuneration payable
to managing / whole-time director(s) or manager.
[Pursuant to sections 198(4), 269, 309(3), 311, 387
and 388]
Details
of application fee paid :
a) Payment is made by (i) treasury challan, (ii) demand draft :
b) Treasury challan No./demand
draft No. and date :
c) Name of bank/treasury :
d) Fee paid
:
1.
Particulars of company (in block
letters)
a) Name of the company :
b) Address of Registered Office :
c) Date of registration under the Companies Act, 1956 :
d) Date of issue of Certificate of Commencement of
Business :
e) Nature
of business :
f) Whether
the company is : Yes/No.
covered under section
4 of the Act.
If
yes, date from which it
became
so.
2.
a) Management
Structure (list of directors/managing directors/wholetime
directors/ manager) (in capital
letters):
Sl.No. |
Name | Designation |
Nationality | Date of Appointment
--------------------------------------------------------------------------------------------------------------------------------------
b) Managerial remuneration paid during the last three
years to be stated separately for each director/managing director/whole time
director/manager:
-------------------------------------------------------------------------------------------------------
Year Salary Perquisite Commission
Other %age of Nature
Whether If not
net of approval of reasons
profits
service Government therefor
rendered obtained
(Yes/No)
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1 2 3 4 5 6 7 8 9
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3.
Effective capital as per audited balance
sheet (as defined in Schedule XIII) (Rs. in
thousand).
Effective
capital as on
(i) Paid-up
share capital
..................................
Share premium account
..................................
Reserves and surplus
..................................
Long-term loans which are repayable
after
one year
..................................
Deposits ..................................
Total
..................................
(ii) Investments
..................................
Accumulated losses
..................................
Preliminary expenses not written of f ..................................
Total ..................................
(i) – (ii) ..................................
4. Working results of the Company during last five years
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Financial Parameters Years
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Turnover
Net profit
(as computed under section
198)
Net profit as per profit and loss account
Amount of dividend paid
Rate of dividend declared
5. In the case of new Companies, where the commercial
production has not yet commenced, please furnish
estimated project cost, the sources of finance,
projections of turn over, net profits for the next three
years.
6. Reasons for loss/inadequacy of profits,
if any :
7. Steps taken to improve the performance :
of the
company, whether BIFR/financial
institutions/bank
has approved any scheme
for the
revival of the company. If so,
furnish the
details thereof and copy of the Scheme.
alongwith projection of turnover, net profit (as
computed
under section 198) for the next three
years.
8. Name and address of the present
auditors :
of the
company.
9. Shareholding pattern of the company.
a) Details of shareholding as on
Equity Shares (1) as % age of
(Nos.) total shares
(1)
(2)
----------------------------------------------------------------------------------------------------------------------
b) Total number of Shares
c) Face value of the shares Rs.
d) Shares held by
i) Central/State
Government :
ii) Public
financial institution/bank :
iii) Foreign nationals :
iv) Non-resident Indians :
v) Directors/promoters/their
relatives/ :
friends,
associates
vi) Indian public :
vii) Body corporate (specify) :
viii) Others (specify) :
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TOTAL
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10. Proposal
for which Central Government’s approval is sought and justification thereof.
a) Proposal for : Appointment(s)/Reappointment(s)
b) For remuneration proposed to :
be paid to Managing director Whole-time
manager director(s)
c) Proposed Remuneration (Furnish monetary
value of each of the perquisites and allowances) per month
Period
of Salary Perquisites Commission Others
Total % age of net Date from which
Appointment
profits approved by the
Remuneration
committee
,board /company
d) Whether the application has been made
in
conformity with section 269 (2) of the act.
If not, furnish application under section 637B
of the
act alongwith requisite fee.
e) Which
clause(s) of Schedule XIII is/are not :
satisfied
due to which the present application
is being
made? Give full particulars.
f) If
the present proposal is for re-appointment : Yes/No.
was the
earlier appointment made in accord-
ance with the provisions of Schedule XIII or
with the
approval of the Central Government
(Furnish copy of Form 25C and/or earlier
approval
letter).
11. Nature
of Services to be rendered by the proposed :
appointee(s)1132529719.
Whether the proposed appointee(s) suffers from any : Yes/No.
of the
disqualification mentioned in section 267 or
385.
If
yes, furnish details
13. Particulars of the proposed appointee
i) Name
ii) Designation
iii) Father’s
Name
iv) Nationality
v) Date
of birth
vi) Qualifications
vii) Experience
viii) Place of birth
ix) Income
details during the last three years:
Organisation Designation Duration Salary Perquisites Commission Total
From To
x) In case the proposed appointee is a
foreigner, also furnish the following:
a)
Country of origin
a)
Passport No.
xxxxxxxxxxxxxxxxxxxxxxxx) Date of issue
b)
Period of validity of passport From..............
To ...........
c)
Purpose of visit
eeeeeeeeeeeeeeeeeeeeeeeeeeee) Copy of visa
14. Whether the proposal for which
Government’s
approval
has been sought:
a) is covered by
the articles of association of the : Yes/No.
company
a) has
the company set up a remuneration commi- : Yes/No.
ttee as prescribed in Part II of Schedule XIII to the
Act.
c) has been approved by the remuneration : Yes/No.
committee
of the company
d) has been approved by the Board of : Yes/No.
Directors of the company.
e) has been approved by the company : Yes/No.
in
general meeting.
f) date of resolution of the remuneration : Yes/No.
committee, Board and shareholders.
15. Is the appointee
working in any other : Yes/No.
company as
manager or managing director/
whole time
director or as a managing partner
of any firm
or is in whole time employment
anywhere
else?
If yes, please furnish the following :
a)
i) Name of the company/firm
ii) Address
iii) Whether
registered firm/company Company Firm
iv) Nature of business
v) Working
results for the last four years
Financial Parameters
Year ending on
Turnover
Net profit
(as computed
under section 198)
Dividend Paid
Rate of dividend declared
Effective capital
(as defined in
Schedule XIII)
nnnnnnnnnnnnnnnnnnnnnnn)
Remuneration, if any, payable by the
other company/firm
Organisation Designation Duration
Salary Perquisites Commission Total
From To
Whether rendering any professional
services?
c) Details of service rendered and remuneration.
d) Justification for proposed appointment,
when
the
appointee is already managing/whole-time
director in
another or a managing partner of a
firm or
whole time employee elsewhere.
zzzzzzzzzzzzzzzzzzzzzzzzzz) Whether
the provisions of section 316(2) have
been
complied with. If so furnish copy
of
board resolution, specific notice given to all
directors
alongwith evidence of such notice.
If
not indicate the reasons therefor.
e)
Whether he is engaged in any other profession,if so details thereof.
5785. Whether the company has made any
default in repaymentof its debts
(including public deposit) or debentures or
interest payable thereon as prescribed in Part II of
Schedule XIII. If yes, details thereof : Yes/No.
17. State whether the proposed appointee was
sentenced
to imprisonment for any period
or to a
fine exceeding Rs.1000/- on conviction
for any
offence under any of the 13 Acts
mentioned
in Clause 1 (a) of Part I of Schedule
MMMMMMMDXCV.
If so furnish the full details.
18. State whether the proposed appointee was
detained
for any period under the Conser-
vation of Foreign Exchange and Prevention
of
Smuggling Activities, Act 1974. If so,
details
thereof.
19. a) State the
nature and extent of direct or
indirect
interest of director/manager in
selling/buying
agencies, distribution, if any.
b) Financial benefits derived therefrom
during the
last 3 years.
20. The
names of News papers in which notices under section 640B have been published alongwith dates thereof (enclose paper cutting).
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Name of the News paper Date
of publication
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21. Whether the copy of the application
together
with the
enclosures has been sent to Registrar
of
Companies pursuant to rule 20A(i) of the
Companies (Central Government’s)
General
Rules and Forms, 1956.
If yes, the date of admission : Yes/No.
22. The following documents are enclosed:
(ii) Certified copy of Memorandum and Articles of
Association.
(mmmmmmmmmmmmmlxxvii) Certified copies of the annual accounts together with
directors’ report and auditors’ report for the latest five financial years.
(iii) Certified
copies of the resolution of remuneration committee, board/shareholder(s)
including resolution under section 316(2) where applicable.
(mmmmmmmmmmmmmcdxlvii) Certified copy of Scheme approved by BIFR/finacial
institutions/bank, for the revival of the company, if any.
(iv) Certified
copies of newspaper clipping of notices published under 640B, in original.
(mmmmmmmmmmmmmdccciv) Copy of draft agreement entered into between the company and the
proposed appointee.
(v) Copies of FIPB/RBI approval in case of foreign
investment/colaboration.
Application to the Central Government for approval to the
payment of minimum remuneration or of remuneration in excess of the limits
prescribed under section 198 (1)/309(3)
23. Whether
the company proposes to pay
minimum
remuneration in the absence
of or
inadequacy of profits or remune-
ration in
excess of the limits prescribed
under section 198(1) / 309(3)?
If so, please furnish details of the proposal
(enclose
copies of the relevant resolution)
NOTE : Seperate application fees
to be paid in respect of the application under Part – C. Please enclose
original copy of
treasury challan/demand draft in favour of Pay and Accounts Officer, Department of Company
Affairs,
To
the best of our knowledge and belief, the information given in this application
and its annexures is correct and complete.
Signature.................................................
Dated
this ...................... day of ..................200.... Designation
.............................................”