Company Secretary: 2012

Saturday, April 14, 2012

CHECKLIST FOR APPOINTMENT OF MANAGING DIRECTOR

The following are the steps involved in appointment of Mr. A as Managing Director in a Company who is not an Managing Director in any other Company:

1- Convene Board Meeting, appoint Mr. A as Additional Director and pass resolution for appointment as Managing Director (sample of resolution specified hereunder) and fix date and approve notice of General Meeting for passing ordinary resolution or special resolution, as the case may be (explained hereunder)

2- File Form 32 for app. as Additional Director (with his consent in case of public Company)

3- Issue notice along with explanatory statement (sample of exp. St. specified hereunder) at least 21 days before the Extra-Ordinary General Meeting/Annual General Meeting

4- Hold the General Meeting and appoint Mr. A as Director u/s 257 and appoint him as Managing Director by ordinary resolution (sample specified hereunder).

5- If the prospective Managing Director is of < 25 yrs. of age but > 18 yrs. or > 70 yrs. of age then appointment has to be approved by Special Resolution in General Meeting.

6- Ensure that appointment is in accordance with the provisions of Schedule XIII to the Companies Act, 1956 otherwise Central Government approval is required by making an application in Form 25A.

7- File Form 23 within 30 days of passing resolution for appointment even if ordinary resolution is passed (See Section 192)

8- File Form 32 within 30 days of app. for change in designation from Additional Director to Managing Director.

9- File Form 25C(return on appointment of managing director) within 90 days of appointment

10- Make necessary entries in the Register of Directors

NECESSARY RESOLUTIONS:

1- Board Resolutions –

a- For Appointment as Additional Director:

“RESOLVED THAT pursuant to section 260 of the Companies Act, 1956 and other applicable provisions of the Act and Article ________ of Article of Association of the Company Mr. A be and is hereby appointed as Additional Director of the Company to hold the office up to next Annual General Meeting and be eligible for reappointment at next Annual General Meeting.

Resolved Further That necessary Return in the office of the Registrar of Companies be filed to intimate the above appointment.”

b- For Appointment as Managing Director :

“RESOLVED THAT pursuant to provisions of Section 269 read with Schedule XIII of the Companies Act, 1956 and subject to provisions of Sections 198,309,314 and other applicable provisions, if any, of the Companies Act, 1956 and further subject to approval of shareholders, sanction be and is hereby accorded to the re-appointment of Mr. A as Managing Director of the Company for a period of 1 (one) year with effect from 1st April,_________ and to the payment of the following remuneration:

a) Salary Basic Rs __________ PM

b) Conveyance on actuals upto a limit of Rs __________ PM

c) House Rent Rs __________ PM

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits during the tenure of service of the Managing Director, the payment of salary, commission, perquisites and other allowances shall be governed by the limits prescribed under Section II of Part II of Schedule XIII to the Companies Act, 1956.”

2- Explanatory Statement (Forming Annexure to Notice)

The Board, subject to the approval of shareholders in the General Meeting, appointed Mr. A as Managing Director of the Company effective 1^st April _____________, for a period of one year on terms and conditions set out in the Resolution. He is a partner of _______________, an associate concern of the Company and Director in ________________ Ltd.

The remuneration as set out in the resolution is in accordance with the provisions of Schedule XIII to the Companies act, 1956.

The Board recommends the resolution for approval of Members.

None of the Directors, except Mr. A is concerned or interested in the resolution.

3- General Meeting Resolutions:

a- For Appointment of Mr. A as Director u/s 257:

“RESOLVED THAT Mr. A be and is hereby appointed as a Director of the Company pursuant to the provisions of Section 257 (1) of the Companies Act, 1956.”

b- For Appointment of Mr. A as Managing Director:

“RESOLVED THAT pursuant to provisions of section 269 read with Schedule XIII of the Companies Act,1956 and subject to provisions of Section 198, 309, 314 and other applicable provisions , if any, of the companies Act, 1956, approval of the members of the Company be and is hereby accorded to the appointment of Mr. A, R/o ________________ as Managing Director of the Company for a period of 1 (one ) year with effect from 1^st April,_________ and to the payment of the following remuneration:-

a.) Salary Basic - Rs. _______________p.m.

b.) Conveyance on actuals up to a limit of Rs. _______________p.m.

c.) House Rent Rs. _______________p.m.

4- Explanatory Statement (Forming Annexure to Notice)

The remuneration as set out in the resolution is in accordance with the provisions of Schedule XIII to the Companies act, 1956.

The Board recommends the resolution for approval of Members.

None of the Directors, except Mr. A is concerned or interested in the resolution.

Format of Annual Return

The Companies Act (1 of 1956)

Schedule V - Part II

(See Section 159)

Annual Return

Form of Annual Return of A Company Having a Share Capital

The Companies Act (1 of 1956)
Annual Return
Schedule V - Part II
(See Section 159)
Registration Details

Registration No.

State Code

(Refer Code List 1)

Registration Date							Whether shares listed on recognised Stock Exchange(s)
	Date		Month		Year		Y – Yes, N- No

If yes, Stock exchange code (Totals) (Refer Code List 2)

AGM Held		Y - Yes N - No	Date of AGM/ Due Date
				Date		Month		Year

Name and Registered Office Address of Company

Company

Name

Address

Town/City

State

Pin Code

Telephone
With STD

Fax Number

Email
Address

Capital Structure of the Company (Amount in Rs. Thousand)
- Authorised Share Capital Breakup

Type of shares

No. of shares

Nominal value (in Rs.)

(i)

Equity

(ii)

Preference

Total Authorised Capital

- Issued Share Capital Breakup

Type of shares

No. of shares

Nominal value (in Rs.)

(i)

Equity

(ii)

Preference

Total Issued Capital

- Subscribed Share Capital Breakup

Type of shares

No. of shares

Nominal value (in Rs.)

(i)

Equity

(ii)

Preference

Total Subscribed Capital

- Paid-Up Share Capital Breakup

Type of shares

No. of shares

Nominal value (in Rs.)

(i)

Equity

(ii)

Preference

Total Paid-Up Capital

- Debentures Breakup

Type of shares

No. of shares

Nominal value (in Rs.)

(i)

Non Convertible

(ii)

Partly Convertible

(iii)

Fully Convertible

Total Amount

Directors/ Manager/ Secretary Information (Past and Present)
[Refer clause 6 of Part I of Schedule V]

Name

Surname

Middle Name

First Name

Nationality		I – Indian F – Foreign	Date of Birth
				Date		Month		Year

Designation

C – Chairman cum Managing Director
W- Whole Time Director, S – Secretary, R – Manager
D – Director, M – Managing Director

Date of
Appointment

Date of ceasing

Date

Month

Year

Date

Month

Year

Election Commission
Identity Card No.

Name

Surname

Middle Name

First Name

Nationality		I – Indian F – Foreign	Date of Birth
				Date		Month		Year

Designation

C – Chairman cum Managing Director
W- Whole Time Director, S – Secretary, R – Manager
D – Director, M – Managing Director

Date of
Appointment

Date of ceasing

Date

Month

Year

Date

Month

Year

Election Commission
Identity Card No.

Name

Surname

Middle Name

First Name

Nationality		I – Indian F – Foreign	Date of Birth
				Date		Month		Year

Designation

C – Chairman cum Managing Director
W- Whole Time Director, S – Secretary, R – Manager
D – Director, M – Managing Director

Date of
Appointment

Date of ceasing

Date

Month

Year

Date

Month

Year

Election Commission
Identity Card No.

Directors/ Manager/ Secretary Information (Contd.)

Residential
Address

Town/City

District

State

Pin Code

Residential
Address

Town/City

District

State

Pin Code

Residential
Address

Town/City

District

State

Pin Code

Note: Additional Sheets may be attached if needed.
Details of shares/ Debentures Held at Date of AGM *

Ledger Folio of share/ Debenture Holder

Share/
Debenture
Holder’s
Name

Surname

Middle Name

First Name

Father’s/
Husband’s
Name

Type of Share/
Debenture

1 – Equity, 2- Preference Shares,
3 – Debentures, 4 - Stock

Number of Shares/
Debentures
Held/ Stock, if any

Amount per Share
(in Rs.)

Ledger Folio of share/ Debenture Holder

Share/
Debenture
Holder’s
Name

Surname

Middle Name

First Name

Father’s/
Husband’s
Name

Type of Share/
Debenture

1 – Equity, 2- Preference Shares, 3 – Debentures, 4 - Stock

Number of Shares/
Debentures
Held/ Stock, if any

Amount per
Share
(in Rs.)

Ledger Folio of share/ Debenture Holder

Share/
Debenture
Holder’s
Name

Surname

Middle Name

First Name

Father’s/
Husband’s
Name

Type of Share/
Debenture

1 – Equity, 2- Preference Shares,3 – Debentures, 4 - Stock

Number of Shares/
Debentures
Held/ Stock, if any

Amount per Share
(in Rs.)

Note: Separate sheet may be attached if needed. If number of such share holders exceed 10, if so desired a text file may be submitted on a floppy or a cartridge tape in the format given in Annexure – III.
Details of shares/ Debentures Held at Date of AGM (Contd.)

Address

Town/City

District

State

Pin Code

Address

Town/City

District

State

Pin Code

Address

Town/City

District

State

Pin Code

Details of Shares/ Debentures Transfers since Date of last AGM (or in the case of the first return at any time since the incorporation of the company) *

Date of Previous AGM
	Date		Month		Year

Date of Registration of Transfer of Shares
	Date		Month		Year

Type of
Transfer

1 – Equity, 2- Preference Shares,3 – Debentures, 4 - Stock

Number of Shares/
Debentures Transferred

Amount per Share
(in Rs.)

Ledger Folio of
Transferror

Transferror’s
Name

Surname

Middle Name

First Name

Ledger Folio of Transferree

Transferree’s
Name

Surname

Middle Name

First Name

Date of Registration of Transfer of Shares
	Date		Month		Year

Type of
Transfer

1 – Equity, 2- Preference Shares,3 – Debentures, 4 - Stock

Number of Shares/
Debentures Transferred

Amount per Share
(in Rs.)

Ledger Folio of Transferror

Transferror’s
Name

Surname

Middle Name

First Name

Ledger Folio of
Transferree

Transferree’s
Name

Surname

Middle Name

First Name

Note: Separate sheet may be attached if needed. If number of such share holders exceed 10, if so desired a text file may be submitted on a floppy or a cartridge tape in the format given in Annexure – IV.
Indebtedness of the Company (Amount in Rs. Thousand) [Secured Loans including interest outstanding / accrued but not due for payment

Amount

Equity Share Capital Breakup [Percentage of Total Equity]

(i) Govt. [Central & State(s)]			(ii) Govt. Companies

(iii) Public Financial			(iv) Nationalised/ Other Institutions Banks

(v) Mutual Funds			(vi) Venture Capital

(vii) Foreign Holdings (FIIs/FCs/FFIs/NRIs / OCBs			(viii) Bodies Corporate (Not Mentioned Above)

(ix) Directors / Relatives			(x) Other top 50 Share Holders of Directors [Other than those listed above]

We certify that :

the return states the facts as they stood on the date of the annual general meeting aforesaid, correctly and completely;
since the date of the last annual return the transfer of all shares, debentures, the issue of all further certificates of shares and debentures have been appropriately recorded in the books maintained for the purpose;
the whole of the amount of dividend remaining unpaid or unclaimed for a period of three years from the date of transfer to the special account has been transferred to the General Revenue Account of the Central Government as required under sub-section (5) of Section 205 A:
the company has not, since the date of the annual general meeting with reference to which the last return was submitted, or in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company;
where the annual return discloses the fact that the number of members of the company exceed fifty, the excess consists wholly of persons who under sub-clause (1) section 3 are not to be included in the reckoning the number of fifty.
since the date of annual general meeting with reference to which the last return was submitted or in the case of a first return since the date of the incorporation of the private company, no public company or deemed public company has or have held twenty five percent, or more of its paid up share capital;
the company did not have an average turnover of Rs. Ten Crores or more during the relevant period;
since the date of annual general meeting with reference to which the last annual return was submitted or since the date of incorporation of the company, if it is first return, the company did not hold twenty five percent or more of the paid up share capital of one or more public companies;

and

the private company did not accept or renew or invite deposits from the public

Signed

Director : __________________________________

Director / Managing Director/

Manager / Secretary : __________________________________

Secretay in whole time practice : ___________________________________

CP No. : __________________________________

_______________________________________________________________________________________________________

Note : Certificates to be given by a Director and Manager/ Secretary or by two Directors where there is no manager or secretary. In the case of a company whose shares are listed on a recognised stock exchange, the certificates shall also be signed by a secretary in whole time practice.

Annexure – I

Code List 1 : State Codes

State Code	State Name	State Code	State Name
01	Andhra Pradesh	02	Assam
03	Bihar	04	Gujarat
05	Haryana	06	Himachal Pradesh
07	Jammu & Kashmir	08	Karnataka
09	Kerala	10	Madhya Pradesh
11	Maharashtra	12	Manipur
13	Meghalaya	14	Nagaland
15	Orissa	16	Punjab
17	Rajasthan	18	Tamil Nadu
20	Uttar Pradesh	21	West Bengal
22	Sikkim	23	Arunachal Pradesh
24	Goa	52	Andaman Islands
53	Chandigarh	54	Dadra Islands
55	Delhi	56	Daman & Diu
57	Lakshwadeep	58	Mizoram
59	Pondicherry

Annexure – II

Code List 2 : Stock Exchange Codes

Exchange Code	Stock Exchange	Exchange Code	Stock Exchange
A1	Bombay	B1	OTCEI
A2	Delhi	B2	Nagpur
A4	Calcutta	B4	Coimbatore
A8	Madras	B8	Cochin
A16	Bangalore	B16	MP
A32	Hyderabad	B32	Jaipur
A64	Ahmedabad	B64	Rajkot
A128	Pune	B128	Gauhati
A256	Kanpur	B256	Bhubaneshwar
A512	Ludhiana	B512	Magadh
A1024	National Stock	B1024	Vadodra
	Exchange	B2048	Rajkot

Note: If listed in more then one exchange, add the respective codes to arrive at the Totals under the same category. For example a company listed in Bombay, Pune, Nagpur and Cochin will fill in the exchange codes as follows:

Annexure – III

Shares / Debentures held : (format for floppies)

Registration Details

Field	Type	Length Value	Format/
State Code	Number	2
Registration No.	Number	6
Date of AGM	Date	8	(DD/MM/YY)
Date of last AGM	Date	8	(DD/MM/YY)

Note: The first text file cid.txt will contain the data for above field for Company identification.

Shares held by Share Holders

Field	Type	Length Value	Format/
Ledger folio of Share-holder	Character	8
Name of shareholder	Character	20	Surname Middlename Firstname
Father’s/ Husband’s Name	Character	20	Surname Middlename Firstname
Residential Address	Character	40
Town/ City	Character	20
State	Character	20
Pin Code	Number	6
Type of Shares/ Debentures	Number	1	1 –Equity 2 – Preference 3 –Debentures 4 – Stock
No. of Shares/ Debentures	Number	6
Amount per Share/ Debentures	Number	6

Note: The second text file shh.txt will contain the data for above fields for the share holders/ debenture holders.

The file may be submitted in 5.25" or 3.5" floppies (preferably 3.5") or 60/150 MB Normal Cartridge Tapes (mini Cartridges not acceptable) The Floppies/ Cartridges may be formatted in DOS/ Unix.

Annexure – IV

Shares Transferred : (Format for floppies)

Registration Details

Field	Type	Length Value	Format/
State Code	Number	2
Registration No.	Number	6
Date of AGM	Date	8	(DD/MM/YY)
Date of last AGM	Date	8	(DD/MM/YY)

Note: The first text file cid.txt will contain the data for above field for Company identification.

Transactions after the last AGM

Field	Type	Length Value	Format/
Date of Transfer of Share	Date	8	(DD/MM/YY)
Type of Shares/Debentures	Number	1	1 –Equity 2 – Preference 3 –Debentures 4 – Stock
No. of Shares/ Debentures	Number	6
Amount per Share/ Debentures	Number	6
Ledger folio of Transferror	Character	8
Name of Transferror	Character	20	Surname Middlename Firstname

Note: The second text file sht.txt will contain the data for above fields for each such share transfer.

The file may be submitted in 5.25" or 3.5" floppies (preferably 3.5") or 60/150 MB Normal Cartridge Tapes

(mini Cartridges not acceptable) The Floppies/ Cartridges may be formatted in DOS/ Unix

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Saturday, April 14, 2012

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Formation of Private limited Company

Conversion of Private Company into Public Company

Presentation for Company Incorporation

The Companies Act,1956

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All Statutory Registers under Companies Act, 1956

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Checklists for Appointment of Managing Director (MD)

Format of Annual Return