Companies (Appointment of Sole Agents) Amendment Rules, 2006 - Amendments in rule 2; substitution of rule 3 and Form I and Form II - S.O. 147(E). - Companies Law

MINISTRY OF COMPANY AFFAIRS NOTIFICATION New Delhi, the 8 th March, 2006 Subject:- Companies (Appointment of Sole Agents) Amendment Rules, 2006 - Amendments in rule 2; substitution of rule 3 and Form I and Form II S.O. 147(E).- In exercise of the powers conferred by section 294AA read with clause ( a ) of sub-section (1) of section 642 and section 610A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Appointment of Sole Agents) Rules, 1975, namely: 1. (1) These rules may be called the Companies (Appointment of Sole Agents) Amendment Rules, 2006. (2) They shall come into force on the date of their publication in the Official Gazette. 2. In the Companies (Appointment of Sole Agents) Rules, 1975, ( i ) after rule 2, the following rules shall be substituted, namely: (2A) The Forms prescribed in these rules may be filed through electronic media or through any other computer readable media as referred under section 610A of the Companies Act, 1956 (1 of 1956). (2B) The electronic-form shall be authenticated by the authorized signatories using digital signatures, as defined under the Information Technology Act, 2000 (21 of 2000). (2C) The Forms prescribed in these forms, when filed in physical form, may be authenticated by authorized signatory by affixing his signature manually. ( ii ) for rule 3, the following rule shall be substituted, namely: 3. Where application is filed through electronic media or through any other computer readable media, the user may choose any one of the following payment options namely ( i ) Credit Card; or ( ii ) Internet Banking; or ( iii ) Remittance at the Bank Counter; or ( iv ) any other mode as approved by Central Government. The requisite fee as specified in the Companies (Fees on Applications) Rules, 1968 shall be payable through any of the accredited branches of following Banks ( a ) Punjab National Bank ( b ) State Bank of India ( c ) Indian Bank ( d ) ICICI Bank ( e ) HDFC Bank. ( iii ) for Form I and Form II, the following Forms shall be substituted, namely: Form I Form of application for approval of the Central Government for the appointment of sole selling agents by the company [ Pursuant to section 294AA of the Companies Act, 1956 and rule 2 of the Companies (Appointment of Sole Agents) Rules, 1975 ] Note - All fields marked in * are to be mandatorily filled. 1. ( a ) *Corporate identity number (CIN) of company Pre-fill ( b ) Global location number (GLN) of company 2. ( a ) Name of the company ( b ) Address of the registered office of the company ( c ) *Paid-up capital (Rs. in thousands) 3. *Shareholding pattern of the applicant company as on (DD/MM/YYYY) S. No. Category Percentage 1. Government [Central and State] 2. Government companies 3. Public financial companies 4. Nationalised and other banks 5. Mutual funds 6. Venture capital 7. Foreign holdings [Foreign institutional investor(s), Foreign companies, Foreign financial institution(s), Non-resident Indian(s) or Overseas corporate bodies] 8. Bodies corporate (not mentioned above) 9. Directors or relatives of directors 10. Other top 50 shareholders (other than listed above) 11. Indian public 12. Others *Total number of shareholders (in thousands) 4. Shareholding pattern of the sole selling agent, if company as on (DD/MM/YYYY) ( a ) CIN of the company ( b ) GLN of the company S. No. Category Percentage 1. Government [Central and State] 2. Government companies 3. Public financial companies 4. Nationalised and other banks 5. Mutual funds 6. Venture capital 7. Foreign holdings [Foreign institutional investor(s), Foreign companies, Foreign financial institution(s), Non-resident Indian(s) or Overseas corporate bodies] 8. Bodies corporate (not mentioned above) 9. Directors or relatives of directors 10. Other top 50 shareholders (other than listed above) 11. Indian public 12. Others *Total number of shareholders (in thousands) 5. *Existing selling arrangements of the company 6. ( i ) Name, nature of organisation, address and principal business of the person, firm or company proposed to be appointed as sole selling agent ( a )CIN of company Pre-fill ( b ) GLN of company ( c ) *Name ( d ) *Nature of organisation ( e ) *Address Line I Line II City State Country Pin code ( f ) *Principal business 6. ( ii ) Profit sharing ratio (in case of partnership firms) ( a ) Name of the partner ( b ) Profit share (%) ( a ) Name of the partner ( b ) Profit share (%) ( a ) Name of the partner ( b ) Profit share (%) ( a ) Name of the partner ( b ) Profit share (%) ( a ) Name of the partner ( b ) Profit share (%) 7. Shareholding details of the directors of the applicant company and their relatives in the sole selling agent Number of shares held in sole selling agent Percentage of shareholding Applicant company Its directors Their relatives 8. ( a ) *Structure and size of the organisation of the sole selling agents to be utilized for conducting sales for the company. If the proposed sole selling agent is a company registered under the Companies Act, please furnish the CIN of the company ( b )CIN of company ( c ) GLN of company 9. *Are the sole selling agent re-appointed in the instant case Yes No If yes, rate of commission and term of appointment in respect of the previous appointment ( a ) Rate of commission ( b ) Terms of appointment 10. Geographical area for which the sole selling agent is appointed ( a ) *Geographical area ( b ) *Terms of commission payable to the sole selling agent ( c ) *Whether the agreement is on principal-to-principal basis Yes No If yes, the rates of discount allowed to the sole selling agent may please be indicated ( a ) Item or product ( b ) Rates of discount ( a ) Item or product ( b ) Rates of discount ( a ) Item or product ( b ) Rates of discount ( a ) Item or product ( b ) Rates of discount ( a ) Item or product ( b ) Rates of discount ( d ) *Tenure ( a ) From (DD/MM/YYYY) ( b ) To (DD/MM/YYYY) 11. The commission earned during the last three years from the company and expenditure incurred by the sole selling agents whose application is under consideration ( a ) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) ( b ) Amount of commission earned (in Rs.) ( c ) Amount of expenditure earned (in Rs.) ( a ) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) ( b ) Amount of commission earned (in Rs.) ( c ) Amount of expenditure earned (in Rs.) ( a ) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) ( b ) Amount of commission earned (in Rs.) ( c ) Amount of expenditure earned (in Rs.) 12. *Particulars of resolution passed for appointment of sole selling agent ( a ) Service request number of Form 23 ( b ) Date of filing Form 23 ( c ) Date of passing special or ordinary resolution 13. *Did the sole selling agent appoint agent, distributors, dealers during last three financial years Yes No If so, the amount incurred in each year by way of commission, in respect of such appointment 1.( a ) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) ( b ) Amount incurred by way of commission (in Rs.) 2.( a ) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) ( b ) Amount incurred by way of commission (in Rs.) 3.( a ) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) ( b ) Amount incurred by way of commission (in Rs.) 14. *Did the company appoint agents (other than the sole selling agent), distributors and dealers for the same product in other areas Yes No 15. Terms of remuneration to other sole selling agent in other areas for same products of the company 16. *Please give in brief the extent of the competition for the product, bringing out in particular the share of the company in the overall market for the product in India during the last three years and the names of the important competitors. Attachments 1. Certificate from the auditor of the sole selling agent certifying the figure of expenditure Attach 2. *Copy of proposed agreement Attach 3. Details of the interest of the sole selling agent in the shares of the company Attach 4. Copy of the particulars of directorship in the company held or controlled by the sole selling agent Attach 5. Particulars of inter se relationship to other sole selling agent in other areas for same products of the company Attach List of attachments 6. Break-up of sales in respect of each of the last three years (in respect of the product in which the sole selling agent Attach under consideration has been appointed and for the territory for which he has been so appointed) 7. Foreign shareholding in the principal company and the sole selling agent and the profits remitted to the foreign Attach countries on these share- holdings during the last three years 8. In case the sole selling agent is a partnership firm, details of working partners, details of capital invested in the Attach partnership firm during the last three years and details of the profits earned by the partners during the last three years 9. Optional attachment(s) - if any Attach Remove attachment Declaration To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete. I have been authorised by the board of directors resolution dated* (DD/MM/YYYY) to sign and submit this application. To be digitally signed by Managing director or director or manager or secretary of the company Modify Check Form Prescrutiny Submit For office use only : Digital signature of the authorising officer This e-Form is hereby approved This e-Form is hereby rejected Submit to BO Form II Form of application for approval of the Central Government for the appointment of sole buying agent by a company [ Pursuant to section 294AA of the Companies Act, 1956 and rule 2 of the Companies (Appointment of Sole Agents) Rules, 1975 ] Note - All fields marked in* are to be mandatorily filled. 1. ( a ) *Corporate identity number (CIN) of company Pre-fill ( b ) Global location number (GLN) of company 2. ( a ) Name of the company ( b ) Address of the registered office of the company 3. Particulars of goods or commodities bought through agents during the last three financial years : Description of goods or commodities bought (manufactured or semi-manufactured; suitably grouped) and of the raw materials separately Financial year From To Unit of Purchased Value Consumed Value Left over Value (DD/MM/YYYY) (DD/MM/YYYY) quantity quantity (in Rs.) quantity (in Rs.) stock quantity (in Rs.) Description of goods or commodities bought (manufactured or semi-manufactured; suitably grouped) and of the raw materials separately Financial year From To Unit of Purchased Value Consumed Value Left over Value (DD/MM/YYYY) (DD/MM/YYYY) quantity quantity (in Rs.) quantity (in Rs.) stock quantity (in Rs.) Description of goods or commodities bought (manufactured or semi-manufactured; suitably grouped) and of the raw materials separately Financial year From To Unit of Purchased Value Consumed Value Left over Value (DD/MM/YYYY) (DD/MM/YYYY) quantity quantity (in Rs.) quantity (in Rs.) stock quantity (in Rs.) 4. Description, quantity and value of the purchases, if any, made by the sole agent(s) on behalf of the company for the last three financial years, their percentage to the total goods purchased by the company, with details of the rate and quantum of commission paid to each agent : Any purchase made by sole agent in last three years. Yes No Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Description of purchases Unit of quantity Quantity of purchases Value of purchases (in Rs.) Name of the agent Details of the rate Quantum of commission paid (in Rs.) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Description of purchases Unit of quantity Quantity of purchases Value of purchases (in Rs.) Name of the agent Details of the rate Quantum of commission paid (in Rs.) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Description of purchases Unit of quantity Quantity of purchases Value of purchases (in Rs.) Name of the agent Details of the rate Quantum of commission paid (in Rs.) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Description of purchases Unit of quantity Quantity of purchases Value of purchases (in Rs.) Name of the agent Details of the rate Quantum of commission paid (in Rs.) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Description of purchases Unit of quantity Quantity of purchases Value of purchases (in Rs.) Name of the agent Details of the rate Quantum of commission paid (in Rs.) 5. Name, nature of business organisation, address and principal business of the person(s) proposed to be appointed as sole buying agent(s) (if buying agent is a company, provide CIN) CIN of appointed sole buying agent Pre-Fill GLN of appointed sole buying agent Name Nature of business organisation Address Line I Line II City State Country Pin code *Principal business of persons proposed to be appointed as buying agent 6. *Structure and size of the organisation of the sole buying agent(s) to be utilised for conducting purchases for the company. 7. *If this is a case of re-appointment the rate of commission paid and the period of appointment involved in respect of the previous appointment. Whether it is re-appointment Yes No If yes, ( a ) Period of appointment From (DD/MM/YYYY) To (DD/MM/YYYY) ( b ) Rate of commission paid 8. Terms of remuneration to other sole buying agent(s) in other areas for same kind of goods purchased 9. *Amount of expenditure incurred, if any, in the last three financial years by the sole buying agents over the organisation of buying arrangements. Yes No Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Name Expenditure (in Rs.) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Name Expenditure (in Rs.) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Name Expenditure (in Rs.) 10. Amount of remuneration paid to the buying agents during the last three financial years Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Name Amount of remuneration (in Rs.) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Name Amount of remuneration (in Rs.) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Name Amount of remuneration (in Rs.) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Name Amount of remuneration (in Rs.) 11. *Particulars of resolution passed for appointment of sole selling agent ( a ) Service request number of Form 23 ( b ) Date of filing Form 23 ( c ) Date of passing special or ordinary resolution 12. Existing buying arrangements of the company, and expenditure incurred therein with break-up of the expenditure for the last three financial years, in respect of arrangements ( a ) through sole buying agents, if any, and ( b ) otherwise Existing buying arrangements of the company: Details of expenditure Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Name of sole buying agent Expenditure (Rs. in thousands) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Name of sole buying agent Expenditure (Rs. in thousands) Financial year From (DD/MM/YYYY) To (DD/MM/YYYY) Name of sole buying agent Expenditure (Rs. in thousands) 13. Name(s) of other companies where the person(s) proposed to be appointed as the sole buying agent(s) is or are acting as sole buying agents, the product, quantum and value of purchases handled and the remuneration received therefor Name of the company CIN of company GLN of company Description of goods or commodities bought (manufactured or semi-manufactured; suitably grouped) and of the raw material separately Amount (in Rs.) Unit of quantity Quantity of purchases Value of purchases (in Rs.) Remuneration (in Rs.) Name of the company CIN of company GLN of company Description of goods or commodities bought (manufactured or semi-manufactured; suitably grouped) and of the raw material separately Amount (in Rs.) Unit of quantity Quantity of purchases Value of purchases (in Rs.) Remuneration (in Rs.) Name of the company CIN of company GLN of company Description of goods or commodities bought (manufactured or semi-manufactured; suitably grouped) and of the raw material separately Amount (in Rs.) Unit of quantity Quantity of purchases Value of purchases (in Rs.) Remuneration (in Rs.) Name of the company CIN of company GLN of company Description of goods or commodities bought (manufactured or semi-manufactured; suitably grouped) and of the raw material separately Amount (in Rs.) Unit of quantity Quantity of purchases Value of purchases (in Rs.) Remuneration (in Rs.) Name of the company CIN of company GLN of company Description of goods or commodities bought (manufactured or semi-manufactured; suitably grouped) and of the raw material separately Amount (in Rs.) Unit of quantity Quantity of purchases Value of purchases (in Rs.) Remuneration (in Rs.) Attachments 1. Copy of certificate from the auditor of the sole buying agent certifying the figure of expenditure. Attach 2. *Copy of proposed agreement. Attach 3. Details of the interest of the sole buying agent in the shares of the company. Attach 4. Copy of the particulars of directorship in the company held or controlled by the sole buying agent. Attach 5. Details of persons and their relationship to the directors of the buying agency. Attach 6. Optional attachment(s) - if any Attach List of attachments Remove attachment Declaration To the best of my knowledge and belief, the information given in this application and its attachments is correct and complete. I have been authorised by the board of directors resolution dated* (DD/MM/YYYY) to sign and submit this application. To be digitally signed by Managing director or director or manager or secretary of the company Modify Check Form Prescrutiny Submit For office use only : Digital signature of the authorising officer This e-Form is hereby approved This e-Form is hereby rejected Submit to BO [F. No. 1/6/2005-CL-V] JITESH KHOSLA, Jt. Secy. Note:- The Principal rules were published in the Gazette of India vide G.S.R. 137(E) dated 01-03-1975 and subsequently amended vide following notification in the Gazette of India.