Amendment in Companies (CG) General Rules & Forms 1956(Amendment in Form 25 A) and 26 in Annexure A - G.S.R. 5(E). - Companies Law

MINISTRY OF FINANCE AND COMPANY AFFAIRS (Department of Company Affairs) NOTIFICATION New Delhi, the 3rd January, 2003 Subject:- Amendment in Companies (CG) General Rules Forms 1956(Amendment in Form 25 A) and 26 in Annexure A G.S.R. 5(E). In exercise of the powers conferred by clauses ( a ) and ( b ) of 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 (Amendment) Rules, 2003; (2) They shall come into force on the date of their publication in the Official Gazette. 2. In Annexure A to the Companies (Central Government s) General Rules and Forms, 1956, ( a ) for Form No. 25-A, the following Form shall be substituted, namely: Form No. 25-A 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 : Part - A 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 covered under section 4 of the Act : Yes/No If yes, date from which it became so. 2. ( a ) Management Structure (list of directors/managing directors/whole-time 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 net profits Nature of service Whether approval of Government rendered If not reasons therefore 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). ( i ) Effective capital as on 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 off .......................... 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 turnover, 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, along with 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 (Nos.) (1) as % age of 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 Part - B 10. Proposal for which Central Government s approval is sought and justification thereof. ( a ) Proposal for : Appointment(s)/Re-appointment(s) ( b ) For remuneration proposed to be paid to : Managing director manager Whole-time director(s) ( c ) Proposed Remuneration (Furnish monetary value of each of the perquisites and allowances) per month Period of Appointment Salary Perquisites Commission Others Total % age of net profits Date from which 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 along with 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 was the earlier appointment made in accordance with the provisions of Schedule XIII or with the approval of the Central Government (Furnish copy of Form 25C and/or earlier approval letter) : Yes/No 11. Nature of Services to be rendered by the proposed appointee(s) : 12. Whether the proposed appointee(s) suffers from any of the disqualification mentioned in section 267 or 385 : Yes/No 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 : Organization Designation Duration From To Salary Perquisites Commission Total ( x ) In case the proposed appointee is a foreigner, also furnish the following : ( a ) Country of origin ( b ) Passport No. ( c ) Date of issue ( d ) Period of validity of passport From.......to....... ( e ) Purpose of visit ( f ) 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 company : Yes/No ( b ) has the company set up a remuneration committee as prescribed in Part II of Schedule XIII to the Act : Yes/No ( c ) has been approved by the remuneration committee of the company : Yes/No ( d ) has been approved by the Board of Directors of the company : Yes/No ( e ) has been approved by the company in general meeting : Yes/No ( f ) date of resolution of the remuneration committee, Board and shareholders : Yes/No 15. Is the appointee working in any other 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? : Yes/No 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) ( b ) Remuneration, if any, payable by the other company/firm Organisation Designation Duration From To Salary Perquisites Commission Total 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 ( e ) Whether the provisions of section 316(2) have been complied with. If so furnish copy of board resolution, specific notice given to all directors along with evidence of such notice. If not indicate the reasons therefore ( f ) Whether he is engaged in any other profession, if so details thereof 16. 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. 1,000 on conviction for any offence under any of the 13 Acts mentioned in Clause 1( a ) of Part I of Schedule XIII. If so furnish the full details 18. State whether the proposed appointee was detained for any period under the Conservation 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 Newspapers in which notices under section 640B have been published along with dates thereof (enclose paper cutting) Name of the Newspaper 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 : ( i ) Certified copy of Memorandum and Articles of Association. ( ii ) 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. ( iv ) Certified copy of Scheme approved by BIFR/financial institutions/bank, for the revival of the company, if any. ( v ) Certified copies of newspaper clipping of notices published under 640B, in original. ( vi ) Copy of draft agreement entered into between the company and the proposed appointee. ( vii ) Copies of FIPB/RBI approval in case of foreign investment/collaboration. Part - C 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 remuneration 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 : Separate 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, New Delhi. Declaration 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..... ( b ) for Form No. 26, the following Form shall be substituted, namely: Form No. 26 The Companies Act, 1956 State where registered : Nominal Capital : Registration No. : Form of Application to the Central Government for increase in remuneration of managing/whole-time director/manager. [Pursuant to sections 310, 311 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 :Rs. Part - A 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 covered under section 4 of the Act : Yes/No If yes, date from which it became so. 2. ( a ) Management Structure (list of directors/managing directors/whole-time 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 net profits Nature of service Whether approval of Government rendered If not reasons therefore 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). ( i ) Effective capital as on 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 off .......................... Total .......................... ( i )-( ii ) .......................... 4. Working results of the Company during last five years Financial Parameteres 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 turnover, 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, along with 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 (Nos.) (1) as % age of 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 Part B 10. State precisely the proposal of the company for which approval of Central Government is sought, inter alia , indicating the following : ( a ) General information Name Designation Age Nationality Qualification Experience (in number of months) ( b ) Present and proposed remuneration (Furnish monetary value of each of the perquisites and allowances) ( i ) Present remuneration Period of paid Appointment Salary Perquisites Commission Others specify Total % age of net profits Date from which paid ( ii ) Proposed remuneration Period of paid Appointment Salary Perquisites Commission Others specify Total % age of net profits Date from which paid ( c ) Detailed justification for the proposed increase in remuneration. 11. Details of appointment along with documentary proof. 12. Which clause(s) of Schedule XIII is/are not satisfied due to which the present application is being made? Give full particulars. 13. The names of Newspapers in which notices under section 640B have been published along with dates thereof (enclose paper cutting). Name of the Newspaper Date of publication 14. ( a ) Whether a 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. : Yes/No 15. The following documents are enclosed : ( i ) Certified copies of annual accounts together with directors and auditors report for the latest four financial years. ( ii ) Certified copies of the resolution of remuneration committee consisting of at least 3 independent directors as prescribed in Part II of Schedule XIII to the Act, board/shareholders. ( iii ) Certified copies of newspaper clipping of notices published under 640B, in original. ( iv ) Copy of draft agreement entered into between the company and the proposed appointee. ( v ) Copies of FIPB/RBI approval in case of foreign investment/collaboration. Part - C 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(4)/309(3) of the Act. [Pursuant to section 198(4)/309(3)/387] 16. Whether the company proposes to pay minimum remuneration in the absence of or inadequacy of profits or remuneration in excess of the limits prescribed under section 198(4)/309(3)? If yes, please furnish details of the proposal (enclose copies of the relevant resolution) Salary Perquisites Commission Others Total Remuneration (Separate 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, New Delhi and certified newspaper clipping of notices published under section 640B of the Act.) Declaration 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..... (File No.5/34/2002-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 *******