Section 79A-Issue of sweat equity shares
A Company may issue sweat
equity shares of a class of shares already issued by passing a special
resolution in the general meeting of the company subject to the following
conditions:
(i)the resolution should
specify the number of shares, their value and the class or classes of directors
or employees to whom such equity shares are to be issued:
(ii) not less than one year has at the date of the issue elapsed since the date on , which the company was entitled to commence business;
(iii) the sweat equity
shares should be issued in accordance with the regulations made by the
Securities and Exchange Board of India for the listed company and by the
Department of Company Affairs for unlisted companies in this behalf;
(iv) the sweat equity shares
can be issued notwithstanding the content in section 79;
(v) all the limitations,
restrictions and provisions relating to the equity shares will be applicable to
the issue of seat equity shares.
Approval for issue of sweat
equity shares
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the company at 301, Ashirwad Comp, Anand - 388 001 on___ the ___2002
at ___a.m./p. m. to consider and, if though fit, to pass the following
resolution as special resolution with or without modification:
RESOLVED that pursuant to
article ____of the Articles of Association of the Company and also pursuant to
section 79A of the Companies Act, 1956 _______sweat equity shares at Rs.____
per share be and are hereby issued at a discount of 10% to the employees of the
Company who are working as ____in the Thane Factory of the Company.
RESOLVED FURTHER that the
Board of directors of the Company be and is hereby authorised to take each and
every action in order to implement the aforesaid resolution and/or anything
that is related to it or ancillary or incidental to it.
By order of the Board
Secretary
Dated ____2002
Notes : (1)A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the Company.
(2)The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956 in respect of
the aforesaid special business is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Companies Act, 1956
The Company proposes to
issue ____sweat equity shares to employees of the Company working at its Thane
factory at a price of Rs .______per share being 10% discount on the existing
share price of the Company. The Company was entitled to commence its business
on 1988 and ten years have elapsed
since the date of its commencement of business. The said sweat equity shares
are issued at a 10% discount for consideration otherwise than cash as incentive
to the Thane factory employees of the
Company well skilled in the manufacture of ._____products of the Company for
which the Company has huge export market.
None of the Directors of the
Company are interested or concerned in the proposed special resolution except
as shareholders of the Company.
The Directors of the Company
recommend the passing of the proposed ordinary resolution by the members of the
Company.
Section 81(1A)-Further issue of capital
Notwithstanding anything
contained in sub-section (1) of section 81 of the Companies Act, 1956,
further offer of shares by an existing company may be made to any person
whether or not he is a holder of equity shares, if a Special Resolution to that
effect is passed by the company in a General Meeting. If no Special Resolution
is passed, then it can be done by an Ordinary Resolution and with the approval
of the Central Government.
General Meeting to dilute
Foreign holding
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the company will be held at the registered
office of the Company at 301, Ashirwad Comp, Anand - 388 001,on
___the___2002___at__a.m./p.m. to consider and, if thought fit, to pass with or
without modification the following resolution as a
Special Resolution:
"RESOLVED that in
accordance with section 81(1A) and section 94(l)(a) and other applicable
provisions, if any, of the Companies Act, 1956, and subject to vetting of the
proposal by SEBI and subject to approval of Reserve Bank of India, 30,00,000
new equity shares of Rs. 10/- each be issued for cash to the resident
Indians only at a premium of Rs. 5/- per share payable in full on acceptance
and the Board of Directors be and is hereby authorised to offer the same to the
parties in the manner specified below and to such modifications as the SEBI may
require while vetting the proposal, on the footing that such new equity shares
shall rank in all respects pari passu with the existing equity shares save and
except that the new equity shares shall not participate in any dividend for the
financial year ending on the ____ 2002___
(a)25,00,000 equity shares be offered for subscription (together
with a right to renounce wholly or partly) through a Letter of Rights in the
ratio of two rights shares for every five existing equity shares (fractions of
a new share being disregarded) to those members of the company who are Indian
nationals, resident in India, and whose names appear on the register of members
as the holders of the existing equity shares on the capital of the company as
on the ___2002, provided that such members of the company who apply for the
whole of the shares so offered to them shall also be entitled to apply for
additional shares (if any) which may remain unsubscribed out of the aforesaid
25,00,000 equity shares.
(b)1,00,000 equity shares be
offered for subscription to resident Indian employees, Directors and associates
of the company subject to the condition that none of such persons shall be
offered for' subscription more than 200 equity shares per individual and that
such shares shall not be transferable for a period of two years from the date
of allotment thereof.
(c)4,00,000 equity shares be
offered for subscription to the financial institutions as firm allotment in
exercise of their rights of option to convert 20 per cent of their loan into
equity shares. The names of the financial institutions, number of equity shares
proposed to be allotted to them are as follows:
(i) Industrial Development
Bank of
India 1,00,000
shares
(ii) Industrial Finance
Corporation of India 1,00,000
shares
(iii)Life Insurance Corporation of India 1,00,000
shares
(iv) General Insurance Corporation of India 1,00,000
shares
Provided that if any of the
shares offered for subscription, as indicated under items (a) and (b) above
remain unsubscribed, such shares may be disposed of by the Directors of the
company in such manner (including private placement) as they think fit.
RESOLVED FURTHER that for the purpose of giving
effect to the above propositions, Mr___ and Mr___ two whole-time Directors
of the company, be and are hereby authorised jointly and severally to do all
acts, deeds, matters and things that may be found necessary and to take all
such steps that may be required to put the afore said proposition into effect
in a manner as the said directors deem fit."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the____2002
NOTES: (1)A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
(2)The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
special business is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
The company was incorporated
under the Companies Act, 1956, on the 6th July, 1957, being a wholly-owned
subsidiary of Field Okes Inc., Dakota, U.S.A. At present, the foreign holding
of shares stand at seventy per cent of the issued share capital of the company,
the rest being held by the Indian shareholders domiciled in India. Your
company, being a foreign controlled company, attracts, inter alia, the
provisions of the Foreign Exchange Management Act, 1999. Your company, in
accordance with the provisions of section 6 of the Foreign Exchange Management
Act has, however, already sought approval of the Reserve Bank of India for carrying
on business of trading or commercial activities in India. In compliance with
the directions contained in the said guidelines, your company made an
application to the Central Government who has now asked vide letter reference No____ dated the____2002____
that
(i) no such fresh shares could be issued to your
holding company in the U.S.A.,
(ii) Your company would be
required to bring down the foreign holding of its-is
sued capital to not more than fifty per cent by the ___2002 The company was on the look out for opportunities for diversification of its products and it has been represented to the Central Government and other associated authorities that the company intends to set up a new manufacturing unit to produce in India fibre glass and its derivatives in all types of forms. The cost of the entire project has been estimated to the tune of Rs. 700 lakhs including the cost of land, building, machinery both imported or to be locally procured. With the proposed issue of 3,00,000 equity shares for cash to the resident Indian shareholders etc., and the financial institutions, the foreign holding of shares in the company will stand reduced to about 39.2 per cent of the total issued capital. Judging the past performance of the company, which is very encouraging and quite profitable diversification in view, the Directors are hopeful that the shares will be readily acceptable by the parties concerned.
None of your Directors is
interested in the proposed resolution and recommend acceptance of the same in the
interest of the company.
Copy of the letter received
from the Central Government is open for inspection at the registered office of
the company during business hours on any working day.
Issue of shares with differential voting rights (S. 86(a)(ii))
Section 86 provides that new
issue of share capital to be only of two kinds. The provisions of this section
were substituted by the Companies (Amendment) Act, 2000 by providing that the
share capital of a company limited by shares shall be of two kinds only namely,
equity share capital with voting rights or equity share capital with
differential rights as to dividend, voting or otherwise in accordance with such
rules and subject to such conditions as may be prescribed and preference share
capital. The relevant rules, the Companies (Issue of Share Capital with
Differential Voting Rights) Rules, 2001 was prescribed vide GSR 167(E) dated 9-3-2001.
The said Rules provide for the conditions subject to which such share issue can
be made. One of the nine conditions provided therein is the requirement of the
notice of the meeting at which the resolution is proposed to be passed to
accompany an explanatory statement stating certain specific facts which are in
addition to the requirements of the provisions given under section 173(2). The
said Rules also specifically provide for a Register to be maintained as
required under section 150 containing the particulars of differential rights to
which the holder is entitled to.
Notice of Issue of Shares
with differential voting rights
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company on Tuesday, the 3rd September, 2002 at 10.30 A.M. to
consider and if thought fit to pass with or without modification the following
resolution as a Special Resolution:
RESOLVED that pursuant to
section 86(a)(ii) read with section 81(1A) of the Companies Act, 1956 and also
read with article ______of the Articles
of Association of the Company 1000 equity shares of Rs.10/- each with
differential voting rights as per the Companies (Issue of Share Capital with
Differential Voting Rights) Rules, 2001 be and are hereby issued at par to the
Life Insurance Corporation of India.
RESOLVED FURTHER that the Board of Directors of the Company be and, is hereby authorised to take each and every action in order to implement the aforesaid resolution and/or anything that is related to it or ancillary or incidental to it.
By Order of the Board
XYZ
Secretary
Dated ____2002
NOTES: (1) A member entitled to attend and vote at
the meeting is entitled to appoint a proxy to attend and vote instead of
himself and the proxy need not be a member of the company.
(2)The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956 read with Rule
9 of the Companies (Issue of Share Capital with Differential Voting Rights)
Rules, 2001 in respect of the aforesaid Special Resolution is annexed hereto.
(3)This Special Resolution requires consent of the
shareholders through postal ballot.
Explanatory Statement
pursuant to section 173(2) of the Companies Act, 1956 read with Rule 9 of the
Companies (Issue of Share Capital with Differential Voting Rights) Rules, 2001
The Company proposes to
issue 1000 equity shares with differential voting rights of Rs. 10/- each
to Life Insurance Corporation of India at par to part finance the project taken
-by the Company at for manufacture
of ___units of__ for which has obtained necessary permission from the Central
Government. The rate of voting rights for these shares will be 75% of the total
value of shares held by them. The Company will not convert its existing equity share
capital with voting rights into equity share capital with differential voting
rights and the shares now being proposed to be Issued will not be converted
into equity share capital with voting rights. The shares now being proposed to
be issued with differential voting rights do not exceed 25% of the total share
capital issued by the Company. Life Insurance Corporation of India to whom the
proposed equity shares with voting rights are proposed to be issued will be
entitled to bonus shares, right shares
of the same class. Life Insurance Corporation of India will enjoy all other
rights to which the holder is entitled to excepting right to vote as indicated
above.
None of the directors of the
Company are interested or concerned in the proposed Special Resolution except
as shareholders of the Company.
The directors of the Company
recommend the passing of the proposed Special Resolution by the members of the
Company.
Securities and Exchange Board of India (SEBI) has directed most of the listed companies to dematerialise its shares and also to make further public issue in dematerialized form. This is also to be done as per the SEBI (Disclosure and Investor Protection) Guidelines, 2000 amended from time to time.
Notice of Dematerialisation
of Shares
NOTICE
This notice is given to
inform all the members, shareholders and other investors of the company that it
has entered into an agreement with both the Central Depository Services Limited
and the National Securities Depository Limited for dematerialisation of its
shares.
In view of this all the
equity shares of the company will now be held in the electronic form with any
Depository Participant with whom the members or shareholders or other investors
have their depository account. The members or shareholder or other investors
may also while selling their shares give delivery of the shares in the
electronic form. The ISIN number allotted to our company is IPL 025N 0145.
Requests for dematerialisation of equity shares of our company should be
forwarded to the Depository Participant with whom the member/shareholders has
his account.
PSL Limited
ABC
Dated February 12, 2002 Company Secretary
General Meeting to consider
sub-division of shares
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at 301, Ashirwad Comp, Anand - 388 001 on ___the day of 2002___at ___a.m./p.m. to consider and, if
thought fit, pass the following resolution with or without modification as an
Ordinary Resolution:
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
"RESOLVED that pursuant
to the provisions of section 94(l)(d) of the Companies Act, 1956, 150 fully
paid equity shares of Rs. 100/- each which were allotted to the
signatories to the Memorandum and Articles of Association, be sub-divided
into 1500 equity shares of Rs. 10/each."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the___2002
NOTES (1)A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
(2)The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
special business is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
The company was registered
on 12 May, 1996 as a private company limited by shares. At that time 50 equity
shares of Rs. 100/- each were taken up by each of three the subscribers
to the Memorandum of association of the company. On 5th December, 1999 the
company become a deemed public company under section 43A. In order to widen the
ownership of the companies shares it was desirable to sub-divide the
equity shares of Rs.100/-'each to Rs. 10/- each. Such sub-division
is authorised by Article ____of Articles of Association of the company.
None of the Directors of the company are interested
in the resolution except as shareholders and they recommend the passing of the
proposed resolution.
Reduction of Capital
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held on ___the___ day
of___2001 at __ a.m./p.m. to consider and, if thought fit, to pass with or
without modification, the following resolutions as Special Resolutions:
RESOLVED that pursuant to
section 100 of the Companies Act, 1956 and subject to the confirmation of the
High Court at ___and other appropriate authorities in this regard, the
authorised share capital of the Company be and is hereby reduced from Rs
.____consisting of ___equity shares of Rs. 10/- each fully paid-up
to Rs ___consisting of____equity shares of Rs. 5/- each fully
paid-up and to effect such reduction by
returning to the holders of the equity shares, the paid-up value thereon
to the extent of Rs. 5/- per share.
RESOLVED FURTHER that for
the purpose of giving effect to the above, the Directors be and are hereby
authorised to give such directions as they may think fit and proper, including
directions for settling any questions of difficulties that may arise and to do
all acts, deeds, matters and things of whatsoever nature as the Directors in
their absolute discretion consider necessary expedient and proper.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the __2002
NOTES: (1) A member entitled to attend and vote at
the meeting is entitled to appoint a proxy to attend and vote instead of
himself and the proxy need not be a member of the company.
(2)The relative Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of special business is annexed hereto.',
Explanatory Statement pursuant to section 173(2) of
the Act
The Company's trading
business has decreased tremendously with effect from____2002. The company is no
longer in need of the capital it had taken from the equity shareholders. It is
therefore desirable that share capital of the Company be reduced and 50% of
the amount of paid up share capital be returned to the equity share holders
which is in excess of the wants of the Company. Once the proposed special
resolution is passed, the Company will file a petition with Nagpur High Court
for confirmation of the aforesaid reduction of is share capital. Article of Articles of Association of the Company
authorises the Company to reduce its share capital.
None of the Directors of the
Company are interested or concerned in the proposed special resolution except
as shareholders.
The Board of Directors of
the Company recommends to the shareholders for passing the proposed special
resolution.
Transfer of securities (S. 108 read with section 6 of FEMA)
Section 6(2) of the Foreign
Exchange Management Act, 1999 provides that the RBI may in consultation with
the Central Government specify any class or classes of capital account
transactions which are permissible and the limit up to which foreign exchange
will be admissible for such transactions. Section 6(3) of the said Act provides
that without prejudice to the generality of the provisions of sub-section
(2), the RBI may by regulations prohibit, restrict or regulate inter alia the
following :
(a) transfer or issue of any foreign security by a person
resident in India;
(b) transfer or issue of any security by a person resident
outside India;
(c) transfer or issue of any security or
foreign security by any branch, office or agency in India of a person resident
outside India.
RBI has framed regulations
of (a) by FEMA (Transfer or Issue of Any Foreign Security) Regulations, 2000,
and that of (b) above by FEMA (Transfer or Issue of Security by Person Resident
outside India) Regulations, 2000 and also of (c) by FEMA (Issue of Security in
India by Branch Office or Agency of a person Resident outside India)
Regulations, 2000. These regulations control the above-mentioned
provisions.
Transfer of block holding of
shares
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given to
the members of Parcel Packet & Co. of India Ltd., that in compliance with
the directive given by the Reserve Bank of India, under the Foreign Exchange
Management Act, 1999, and as approved by the Reserve Bank of India, the
majority shareholders in the U.K., namely, Dickson Parcel & Co. Ltd., are
disinvesting a part of their equity shareholding in Parcel Packet & Co. of
India Ltd., equivalent to 8,00,000 fully paid-up equity shares of Rs. 10
each to Indian nationals who are resident in India. Out of the said 8,00,000
equity shares, 5,00,000 fully paid-up equity shares of Rs. 10 each will
be offered for sale by the majority shareholders in cash, at par, payable in
full on application to those members of the company who are Indian nationals,
resident in India, and whose names appear on the register of members of the
company at the close of business on___2002____in the proportion of three equity
shares for every ten
equity shares held, resulting fraction being
ignored.
Notice is also hereby given
that those members whose names appear on the register of members of the company
as on the ___2002___will be taken on record and valid transfer document along
with share scrips received by the Registrar of the Companies. Messrs A.B.
Associates at ____by the close of the business hours as on the ___2002,___ will
be eligible for offer of shares made hereinabove.
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the ____2002
NOTE: No Explanatory Statement is necessary as this notice is only for the
information of the members and shareholders.
Appointment of Share
Transfer Agent
A B C & CO. Ltd.
This is to notify for
information of all concerned that the Company has appointed M/s ____having its
Registered Office at ____as its Share Transfer Agents with effect from ____All
the shareholders and the investing public are hereby advised to forward their
grievances, transfers for registration, intimation about their change of
address etc. to the said Transfer Agents at the Registered Office mentioned
above.
By Order of the Board
Secretary
Place:
Date:
PRACTICE NOTES
1. Appointment of Registrars
and Share Transfer Agents.-In the case of a new company after allotment
of shares, Registrars and Share Transfer Agent may be appointed. However, in
the case of an existing company they may be appointed at any time.
2. Compliance with provisions
of Companies (Issue of Shares Certificate) Rules, They have to ensure necessary
compliance with the provisions of the Companies (Issue of Shares Certificate)
Rules, 1960 and maintain separate records of Issue of Share Certificates.
3. To make necessary
endorsement on share certificates.-They shall make necessary endorsements
on the share certificates for which they will specifically be authorised by the
Board.
4. To handle
transmission/issue of duplicate share certificates.-They shall handle
transmission of shares, issue of duplicate certificates etc. in accordance with
the provisions of the Act.
Section 81(3)(b)-Issue of convertible debentures
Provision has been made
under sub-clause (i) of clause (b) of sub-section (3) of section 81
for conversion of debentures to be issued or loans to be taken into shares in
the company. Although such conversion does not attract the provisions of
section 8 1 (1), the issue of shares in conversion of debentures or loans is
subject to the following conditions:
(i) either such terms of
conversion have been approved by the Central Government before the issue of
debentures or the raising of the loans, or is in conformity with the rules, if
any, made by the Government in this behalf; and
(ii) in the case of debentures
or loans, other than debentures issued to, or loans obtained from, the
Government or any institution specified by the Central Government in this
behalf, has also been approved by a Special Resolution passed by the company in
General Meeting before the issue of the debentures or the raising of the loans.
Issue of convertible
debentures
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at 301, Ashirwad Comp, Anand - 388 001,on
____the___2002___at___a.m./p.m. to consider and, if thought fit, to pass, with
or without modification, the following resolution as a Special Resolution:
"RESOLVED that pursuant
to the provisions of section 81(3) of the Companies Act, 1956, as may be
applicable and of the Articles of Association of the Company and subject to
vetting of the Securities and Exchange Board of India and the approval of the
Reserve Bank of India (if necessary) being obtained, authority be and is hereby
accorded to the Board of Directors of the Company to issue 13.5 per cent
5,00,000 fully convertible debentures of Rs. 100/- each, at par to such
members of the company, persons, institutions including such public financial
institutions specified by the Central Government in this behalf subject,
however, to such terms and conditions relating to security, period of utilisation
and the date of redemption, option to conversion into equity shares, as
mentioned below, which must be exercised within three years from the date of
the issue of such debentures, but not later than ___2001___and such other terms
and conditions
as the Board of Directors may consider desirable in
the best interest of the Company:
1 .The Board of Directors
will convert up to a maximum of twenty per cent of the face value of the
debentures so issued of such of the individual holders as they stand on the date
of conversion which is exercisable by the holders of the debentures thereof at
their option within the aforesaid stipulated date at such premium as may be
considered reasonable by the Board of Directors.
2.If at any time before the
stipulated date as above being the date on which the said conversion right is
to be exercised in full, the company shall issue and allot to the other
shareholders the equity shares of the company:
(i)Bonus shares in whatever
proportion, then the price of the equity shares at which the conversion is to
be effected will get reduced (but not below the par value) in the same ratio of
such bonus shares to the expanded equity share capital.
(ii)Right share in whatever
proportion, then the price of the equity shares at which the conversion is to
be effected will be the price at which the company has made the right issue or
the price as arrived at under (i) in the event of issue of bonus shares or the
face value of each of the equity share whatever is the least.
3.The equity shares so
allotted and issued to any of the said series of debenture- holders by
way of exercising of his right for conversion shall carry the right to receive
the proportionate dividends and other distributions declared or to be declared
in respect of the said shares from the date of conversion as may be opted by
any of the holders of the said series of debentures thereof. Save as aforesaid,
the said equity shares, after being converted, shall rank pari passu with the
existing equity shares of the company in all respects."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the ____2002___
NOTES:1. A member entitled to attend and vote at
the meeting is entitled to appoint a proxy to attend and vote instead of
himself and the proxy need not be a member of the company.
2. The relative Explanatory Statement pursuant to section
173(2) of the Companies Act, 1956, in respect of the special business is
annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
Section 81(l) of the
Companies Act, 1956, provides for the increase of subscribed capital of a
company by allotment of further shares by offering them to the existing holders
of the equity shares of the company.Sub-section (3)(b) of the said
section provides procedures for the issue of debentures or acceptance of loans
convertible within a certain specified period into equity shares irrespective
of the fact that such recipient of the equity shares are existing shareholders
of the company or not. The conversion clause attached to the issue of the proposed
series of debentures by your Board of Directors is in keeping with the view
that the company requires long-term capital for the purchase of capital
assets for the diversification of the manufacturing activities of the company.
It is to be understood that
aforesaid resolution is to enable the Board of Directors to exercise power for
the issue of debentures with the conversion clause attached to it, subject,
however, to various other approvals (if necessary). Conversion of debenture
into equity shares is to be limited up to maximum of twenty per cent of the
face value of the debentures to be issued. It is quite likely that substantial
part of the debenture of this series may be offered by your Directors for
subscription to the public financial institutions as specified by the Central
Government as such. The guidelines for conversion of debentures into equity
shares, as laid down by the Government, will have to be observed but within the
frame of the power conferred on the Board of Directors pursuant to the
aforesaid resolution.
None of the Directors are
interested in the proposed resolution and recommend acceptance thereof in the
interest of the company.
Guidelines of Securities and Exchange Board of India
Fully convertible debentures/partially convertible
debentures/ non-convertible debentures
(a) Issue of FCDs having a conversion period more
than 36 months will not be permissible, unless conversion is made optional with
"put" and "call" option. [Clause 10.8.1]
(b) Compulsory credit rating
will be required irrespective of the period of conversion. [Clause 10.1]
(c) Premium amount on
conversion, time of conversion, in stages, if any, shall be pre-determined
and stated in the offer documents. The interest rate for above debentures will
be freely determinable by the issuer. [Clauses 10.8.4 & 10.8.5]
(d)Issue of debenture with
maturity of 18 months or less are exempt from the requirement of appointment of
Debenture Trustee or creating a Debenture Redemption Reserve (DRR). In other
cases, the names of the debenture trustees must be stated in the offer
documents and DRR will be created in accordance with the SEBI guidelines. The
trust deed shall be executed within six months of the closure of the issue.
[Clause 10.2]
(e) Any conversion in part
or whole of the debenture will be optional at the hands of the debenture
holder, if the conversion takes place at or after 18 months from the date of
allotment, but before 36 months. [Clause 10.8.2]
(f)In case of issue greater
than or equal to Rs. 100 crores two ratings from two different credit rating
agencies should be obtained.
(g)Premium amount at the
time of conversion for the PCD shall be pre-determined and stated in the
offer document. Redemption amount, period of maturity, yield on redemption for
the PCDs/NCDs shall be indicated in the offer documents.
(h) The discount at which
the non-convertible portion of PCI)s is made and the effective price for
the investor as a result of such discount must be disclosed in the offer
document.
(i) In case, the non-convertible portions of PCDs/NCDs are
to be rolled over without change in the interest rate, value of which exceeds
Rs. 50 lakhs a compulsory option should be given to those debenture-
holders who want to withdraw and encash from the debenture programme. Roll over
shall be done only in cases where debenture- holders have sent their
positive consent and not on the basis of the non-receipt of their
negative reply. [Clause 10. 7. 1. 1(i)(a)(b)]
Before roll over of any NCDs
or non-convertible portion of the PCDs, fresh credit rating shall be
obtained within a period of six months prior to the due date of redemption and
communicated to debenture- holders before roll over and fresh trust deed
shall be made. [Clause 10. 7. 1. 1(i)(b)]
(k) Letter of option
regarding roll over shall be filed with SEBI through an eligible merchant
banker with regard to the credit rating, debenture-holder resolution,
option for conversion, justification for conversion price and such other items
which SEBI may prescribe from time to time. [Clause 10. 7. 1 ]
(1)The disclosures relating
to raising of debentures will contain, amongst other things, the existing and
future equity and long-term debt ratio, servicing behavior on existing
debentures, payment of due interest on due dates on terms loans and debentures,
certificate from a financial institution or bankers about their no objection
for a second or pari passu charge being created in favour of the trustees to
the proposed debenture issues.
(m)SEBI may prescribe
additional disclosure requirement from time to time, after due notice.
New financial instruments
The lead manager shall
ensure adequate disclosures in the offer document regarding the terms and
conditions, redemption, security, conversion and any other relevant features of
the instruments such as Deep Discount Bonds, Debentures with Warrants, Secured
Premium Notes etc., so that an investor can make reasonable determination of
the risks, returns, safety and liquidity of the instruments. [Clause 8.15.1]
The issuer company is free
to make reservations and/or firm allotments to various categories of persons
mentioned below for the issue size remaining after the minimum public offer
provided under clauses 8.3.1, 8.3.2., 8.3.3. and 8.3.4. Reservation on
competitive basis can be made in a public issue to the following:
(i)Permanent employees
(including working directors) of the company and in the case of a new company
the permanent employees of the promoting companies.
(ii)Shareholders of the
promoting companies in the case of new company and shareholder of group
companies in the case of an existing company.
(iii) Indian Mutual Funds.
(iv)Foreign Institutional
Investors (including non-resident Indians and overseas corporate bodies).
(v)Indian and Multilateral Development Institutions.
(vi)Scheduled Banks.
Debenture Redemption Reserve" (DRR)
The issue of debentures with
a maturity period of 18 months or less is exempt from the requirement of
creation of the DRR. The issuer company must create DRR in accordance with the
provisions given below
Clause 8.3.5 of SEBI (Disclosure & Investor
Protection) Guidelines, 2000. Clause 10.3 of SEBI (Disclosure & Investor
Protection) Guidelines, 2000.
(a) A moratorium up to the
date of commercial production can be provided for creation of the debenture
redemption reserve in respect of debentures raised for project finance.
(b) The debentures
redemption reserve in respect of debentures issued for project finance may be
created either in equal instalments for the remaining period or higher amounts
if profits permit.
(c)In the case of partly
convertible debentures, DRR should be created in respect of non-convertible
portion of debenture issue on the same lines as applicable for fully non-convertible
debenture issue. In respect of convertible issues by new companies, the
creation of DRR should commence from the year the company earns profits for the
remaining life of debentures.
Distribution of Dividends
(a) Companies may distribute
dividends out of general reserves in certain years if residual profits after
transfer to DRR are inadequate to distribute reasonable dividends.
(b)In case of new companies,
distribution of dividend shall require approval of the trustees to the issue
and the lead institutions, if any.
(c)In the case of existing
companies prior permission of the lead institution for declaring dividend
exceeding 20 per cent or as per the loan covenants is necessary if the company
does not comply with institutional condition regarding interest and debt
service coverage ratio.
(d) DRR will be treated as a
part of General Reserve for consideration of bonus issue proposals and for
price fixation related to post tax return.
(e) Company should create
DRR equivalent to 50% of the amount of debenture issue before debenture redemption
commences. Drawal from DRR is permissible only after 10 per cent of the
debenture liability has been actually redeemed by the company.
(f)Company may redeem
debentures as per the offer document.
(a) Trustees to the
debenture issue shall be vested with the requisite powers for protecting the
interest of debenture-holders including a right to appoint a nominee
director on the Board of the company in consultation with institutional
debenture-holders. [Clause 10.2.4 of the SEBI Guidelines].
(b) Lead
institution/investment institution will monitor the progress in respect of
debentures for project finance/modernization/expansion/diversification/ normal
capital expenditure. The lead bank for the company will monitor debentures
raised for working capital funds. [Clause 10.2.6. of the SEBI Guidelines].
(c)Institutional debenture-holders
and trustees should obtain certificate from the company's auditors in respect
of utilisation of funds during the implementation period of projects. In the
case of debentures for working capital certificate should be obtained at the
end of each accounting year.
(d) Debenture issues by
companies belonging to the groups for financing replenishing funds or acquiring
shareholding in other companies will not be permitted. Replenishing of funds or
acquiring shares in other companies means replenishment of funds or acquiring
shareholdings of other companies in the same group. No company should issue
debentures for acquisition of shares or for providing loan to any company
belonging to the same group. But equity shares can be issued for purposes of
repayment of loan to or investment in companies belonging to the same group.
[Clause 10.2.6]
(e) The merchant banker
shall, along with draft offer document, file with SEBI, certificates from their
bankers that the assets on which security is to be created are free from any
encumbrances and the necessary permissions to mortgage the assets have been
obtained or a 'No Objection Certificate' from the financial institutions or
banks for a second or pari passu charge in cases where assets are encumbered.
The security should be created within six months from the date of issue of
debentures. If for any reasons the companies are not in a position to create security
within 12 months from the date of issue of debentures the company shall be
liable to pay 2 per cent penal interest to debenture holders. If security is
not created even after 18 months, a meeting of the debenture-holders
should be called within 21 days to explain the reasons thereof and the date by
which the security would be created. [Clauses 10.2.5. and 10.6.1]
(f) The trustees to the
debenture-holders will supervise the implementation of the conditions
regarding creation of security for the debentures and regarding the debenture
redemption reserve. [Clause 10.2.6 Explanation (a)]
Promoters' contribution and lock in
Where the PCDs/FCDs are
issued, the promoters may bring in their contribution either by way of
additional equity or by way of subscription to FCDs/PCDs such that total
contribution of the promoters is not less than the required minimum
contribution referred to in clauses 4.1.1, 4.2.1, 4.3.1 & 4.4.1. If the
conversion price of emerging equity is not predetermined and the same has not been
specified in the offer document, the promoters shall not have the said option
and shall contribute by subscribing to the same instrument. In case of any
issue of security convertible in stages either at par or premium (conversion
price being predetermined), the promoters contribution in terms of equity share
capital shall not be at a price lower than the weighted average price of the
share capital arising out of conversion. In case of any issue of capital to the
public the minimum promoters contribution shall be locked in for a period of 3
years. The lock-in-period of 3 years shall apply from the date of
allotment in the proposed public issue and the last date of the lock in shall
be reckoned as 3 years from the date of commencement of commercial production
on the date of allotment in the public issue whichever is later. [Clauses
4.7.1, 4.7.2.1 and 4.11.2]
Company not to issue rights or bonus shares pending
conversion
No company may, pending
conversion of FCDs/PCDs, issue any shares by way of rights or bonus, unless
similar benefit is extended to the holders of such FCDs/PCDs through
reservation of shares in proportion to such convertible part of FCDs or PCDs.
The shares so reserved may be issued at the time of conversion(s) of such
debentures on the same terms on which the rights or bonus issues were made.
[Clause 8.7.2 of the SEBI Guidelines].
The above section has been
inserted by the Companies (Amendment) Act, 1963, with the object of protecting
the interest of the Government or the public financial institutions with regard
to conversion of part loans/debentures into equity shares of the company,
taking loans from such institutions. The provisions of section 81 in regard to
further issue of shares in the event of conversion of loans into equity shares
of the company are not attracted provided the terms of such conversion
(i) either have been
approved by the Central Government before the issue of debentures or the
raising of the loans; or are in conformity with the rule made by Government;
and
(ii)in the case of
debentures or loans other than debentures issued to, or loan obtained from the
Govt. or financial institutions, have also been approved by a Special
Resolution before the issue of the debentures or raising of the loan.
The financial institutions
now invariably insist on inclusion of such conversion clause in a loan
agreement for converting up to a maximum of twenty per cent (approved by the
Central Government) of the loan into equity shares and this calls for passing
an Ordinary Resolution at a General Meeting of the concerned company convened
under a notice.
Intimation to Stock Exchange
regarding Board Meeting for consideration of issue of shares/debentures on
right basis
Date : ...........
From
RUSHABH MANAGEMENT & INFOSYS
To
The Secretary,
Dear Sir,
Kindly take notice that a
meeting of the Board of Directors of the Company will be held on :- day
of ___2002___in order to consider the issue of shares/debentures on rights
basis to the existing shareholders of the Company.
The receipt of this notice
may kindly be acknowledged.
Yours faithfully,
RUSHABH MANAGEMENT &
INFOSYS
Secretary
Intimation to Stock Exchange for issue of rights shares
Companies listed on the
Stock Exchanges are required to intimate sufficiently in advance, the respective
stock exchanges in which its shares are listed, its proposal to increase its
capital by issue of right shares to the existing shareholders and the date on
which the Board Meeting is to be convened at which the issue of shares/
debentures on rights basis is to be taken up for consideration.
After the meeting of the
Board of Directors, details regarding the proportion in which the rights issue
is to be made and particulars regarding whether the rights issue is to be made
at par or at a premium or in case of convertible debentures, proportion in
which the conversion is to be effected should be intimated to the Stock
Exchanges concerned.
Issue of partly convertible
debentures on rights basis
X Y Z Limited
Notice is hereby given that
the consent of the Securities and Exchange Board of India (SEBI) having been
obtained to the proposed issue of ___Secured partly Convertible Debentures of
Rs. 130/- each for cash at par aggregating Rs. __to the ordinary
shareholders of the Company on Rights basis (date) has been fixed as the Record
Date for taking of a record of the ordinary shareholders of the Company for the
purpose of issue of Secured partly Convertible
Debentures of Rs. 130/- each for cash at par aggregating Rs ___to the
ordinary shareholders of the Company on Rights basis in the ratio of Debenture
for every four Ordinary shares held subject to the Debenture to be offered for
shareholding below multiples of four shares Rs ___out of the face value of each
Debenture will be converted into 1 Ordinary share of Rs each at a premium of Rs
___ per share at the end of 6 months from the date of allotment. The balance
Rs ____per Debenture will be non-convertible portion and will be redeemed
at par in 3 equal annual instalments on the expiry of 8th, 9th and 10th year
from the date of allotment.
Letters of Offer for the
said Rights Debentures are being prepared and the same will be posted to the
offerees after the Record Date to their respective address as recorded in the
Register of Members of the Company. Members are requested to notify to the
Company immediately any change in their address to reach the Company latest by
(date).
Place: By
order of the Board
Date: Company
Secretary
Intimation to Stock Exchange
about approval of the Board for issue of shares/debentures on rights basis
Date: ...............
From
RUSHABH MANAGEMENT &
INFOSYS
To
The Secretary,
Dear Sir,
Notice is hereby given that
the Board of Directors of the Company at its meeting convened on the ____day of
____2002 approved the proposal for the issue of shares/debentures on rights
basis to the existing shareholders in the proportion of equity share
s/debentures of Rs . ____each for every equity share of Rs. ____each held by
the members.
Receipt of this notice may
kindly be acknowledged.
Yours faithfully"
RUSHABH MANAGEMENT &
INFOSYS
Secretary
Fixing Record Date for issue
of Secured Redeemable Partly Convertible Debentures on Right basis
X Y Z Limited
Notice is hereby given,
pursuant to section 154 of the Companies Act, 1956 that the Board of Directors
of the Company has fixed ____as Record Date for the purpose of issue of
___12.5% secured Redeemable Partly Convertible Debentures of Rs. ____each on
Rights basis to the existing Equity Shareholders in the proportion of one
12.5% Partly Convertible Debenture of Rs.___ for every ten equity shares of
Rs. 10/- each held.
Place: By
order of the Board
Date: Secretary
Issue of debentures or
raising of loans with conversion clause
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at 301, Ashirwad Comp, Anand - 388
001,on___the___2002____at____a.m./p.m. to consider and, if thought fit, to pass
with or without amendments, the following resolution as a Special Resolution:
"RESOLVED that pursuant
to the provisions of section 81(3) and other applicable provisions, if any, of
the Companies Act, 1956, and subject to the vetting of Securities and Exchange
Board of India (SEBI) and subject to such modifications and/or conditions, as
may be prescribed by SEBI at the time of vetting (which modifications and/or
conditions the Directors are hereby authorised to accept), the company to
borrow a sum of Rs. 50 lakhs by issue of 50,000 12 per cent convertible bond '
s of Rs. 100/- each subject to the following terms and conditions, viz.,
1 .That such bonds of Rs.
100/- each at par shall be offered in the first instance to those who are
members of the existing equity shares of the company and whose names appear in
the register of members of the company on such date as may be hereafter fixed
by the Directors, in that behalf, in the proportion of one such bond of Rs. 100
each for every existing equity share held by such members respectively;
2.That the said bonds shall
be issued at par;
3.That the full amount of
Rs. 100 per bond is payable with application;
4.That the holders for the
time being of the bonds shall at any time within the period of six months at
the end of five years from the date of allotment thereof by notice in writing
delivered at the registered office of the company at least fifteen days before
the end of five years from the date of allotment thereof be entitled to require
the company on surrender of the bonds held by them respectively to allot to
them in respect of each bond so surrendered by them and in satisfaction thereof
as equity share of the company of Rs. 100 credited as fully paid;
5.That the holders for the
time being of the bonds will on such surrender of the bonds held by them for
conversion into equity shares be entitled to interest on the bonds so
surrendered by them at the rate aforesaid up to the end of five years from the
date of allotment thereof,
6.That the bonds will carry
interest from the date of allotment thereof at the rate of 13.5 per cent per
annum (subject to deduction of income-tax at the rates for the time being
prescribed under the Income-tax Act, 1961, or any statutory modification
or re-enactment thereof for the time being in force) and such interest
will be payable by equal half-yearly payments on the 30th day of
September and 31st day of March in each year, the first of such half-yearly
payments to be made for the proportional period from the date of allotment of
the bonds to the 31st day of March or 30th day of September following, as the
case may be, and such interest shall run up to the date of conversion of such,
bonds into equity shares, as the case may be, and in case of such redemption or
conversion, interest may be paid for a broken period of less than six months;
7.That the bonds will,
subject to the right of conversion attached thereto as hereinbefore provided,
be redeemable at par on the expiry of twelve years from the date of allotment
thereof on giving six months' previous notice in writing;
8.That the members shall
have a right to renounce their entitlement wholly or in part in favour of their
nominees;
9.That the equity shares so
to be allotted in satisfaction of the bonds as aforesaid will be allotted at
one and the same time to all the holders of the bonds delivering such notice
and surrendering their bonds to the company for conversion aforesaid and shall
rank pari passu in all respect with the then existing equity shares of the
company of Rs. 100/each save and except that such equity shares shall rank for
dividend pro rata from the date of the allotment thereof;
10.That the bond will be
issued in the form and subject to the conditions endorsed thereon as per the
dr4t thereof placed before the meeting and initialled by the Chairman, with
power to the Board to agree to such modifications thereof as the SEBI may
direct at the time of vetting of issue the bonds and as the Directors may deem
fit;
11.That the offer shall be
made by a notice specifying the number of bonds offered;
12.That the offer, if not
accepted within the time specified, will be deemed to have been declined and
the Directors will have the liberty to extend the time for acceptance generally
or in respect of any particular holder;
13.That the bonds shall be
subject to the Memorandum and Articles of Association of the company;
14.That the offer, if not
accepted within the time specified, will be deemed to have been declined and
the Board of Directors will have the power to dispose of unsubscribed number of
bonds in such manner as they think most beneficial to the company;
15. That the bonds will be listed on Stock Exchange;
16.That the certificates in
respect of the bonds shall be completed and kept ready for delivery within
three months from the date of allotment;
17.That it is clarified that
the company shall be free to issue preference shares up to such limit and on
such terms and conditions as the Directors deem fit without in any manner
affecting the terms of aforesaid conversion."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated___2002
NOTES: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement pursuant to section 173(2) of the Companies Act, 1956, in respect of
the special business set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
The turn-over of the
company has increased considerably due to change in the pattern of production.
The company has been experiencing difficulties without there being sufficient
funds available for its current operations. As the net worth of the company as
at ___2002 ___is a negative figure, the company is not entitled to invite fixed
deposits from the public. The capital of the company has been wiped out, on
account of losses in the past. Therefore, the company is not able to provide
sufficient finance for its working capital requirements. The losses of the
company at present as per the balance
sheet exceed the equity of
the company. Long-term resources to replenish these losses and strengthen
the equity of the company have to be raised. These resources will be utilised
to reduce the pressure of outstanding liabilities. No expansion of assets is
contemplated. The Board of Directors has, therefore, thought it desirable to
augment resources of the company by issue of right convertible bonds. The issue
of the convertible bonds is to be offered pro rata to the holders of the
existing equity shares.
The company is, thus,
getting the proposal vetted by SEBI for raising Rs. 50 lacs by an Issue of
convertible bonds also to be offered as rights to existing equity shareholders
on terms set out in the resolution.
No new project is being
taken up at this stage and hence no projections of profitability of any project
would arise.
The Directors recommend the
Special Resolution for your approval.
The Directors of the company may be deemed to be interested in the resolution to the extent of their respective holding in the equity shares of the company
Government's
authority to issue orders in connection with
the conversion of
debentures or loans
The provisions made under
sub-section (3) of section 81 of the Act were amended and amplified by
the introduction of sub-sections (4), (5), (6) and (7) to the said
section reserving authority in the hands of the Government to issue order in
individual cases in public interest. The relevant provisions under the
aforesaid sub-sections are quoted hereunder:
"(4) Notwithstanding
anything contained in the foregoing provisions of this section, where any
debentures have been issued to, or loans have been obtained from, the
Government by a company, whether such debentures have been issued or loans have
been obtained before or after the commencement of the Companies (Amendment)
Act, 1963, the Central Government may, if in its opinion it is necessary in the
public interest so to do, by order, direct that such debentures or loans or any
part thereof shall be converted into shares in the company on such terms and
conditions as appear to that Government to be reasonable in the circumstances
of the case, even if the terms of issue of such debentures or the terms of such
loans do not include a term providing for an option for such conversion.
(5) In determining the terms
and conditions of such conversion, the Central Government shall have due regard
to the following circumstances, that is to say, the financial position of the
company, the terms of issue of the debentures or the terms of the loans, as the
case may be, the rate of interest payable on the debentures or the loans, the
capital of the company, its loan liabilities, its reserves, its profits during
the preceding five years and the current market price of the shares in the
company.
(6) A copy of every order
proposed to be issued by the Central Government under subsection (4) shall be
laid in draft before each House of Parliament while it is in session for a
total period of thirty days which may be comprised in one session or in two or
more successive sessions.
(7) If the terms and
conditions of such conversion are not acceptable to the company, the company
may, within thirty days from the date of communication to it of such order or
within such further time as may be granted by the Court, prefer an appeal to
the court in regard to such terms and conditions and the decision of the court
on such appeal and, subject only to such decision, the order of the Central
Government under sub-section (4) shall be final and conclusive."
Section 99-Reserve liability of
limited company
A company which has called
up only a part of the face value of its shares may, by a Special Resolution,
decide not to make further calls on such shares and may make calls only at the time
when the company is being wound up.
§ 196
Creation of reserve liability
NOTICE
NOTICE is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at 301 Pitru Ashirwad Anand 388001 , on____ the ___ 2003
____at___ a.m./p.m, to consider and, if thought fit, to pass with or without
modifications, the following resolution as a Special Resolution:
"RESOLVED that the
share capital of the Company to the extent of Rs. 4,50,000/- in respect
of each of the issued shares shall not be called up except in the event of and
for the purposes of the Company being wound up."
BY
ORDER OF THE BOARD
(X
Y Z)
Secretary.
Dated the_____2003
NOTES: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of
the special business set out above is annexed hereto.
Explanatory Statement pursuant to Section 173(2) of
the Act
Your company deals with farm
products where capital input is not that intensive. The tin canning factory of
the company at ____is also a seasonal factory working during four months of the
summer season. You are aware that the company always has a surplus balance in
the bank and your Directors consider that this surplus will gradually increase.
The equity shares of the
company of the face value of Rs. 10 is only partly called up to the extent of
Rs. 7.50 per share, and as it is considered that there will be no proper use of
further capital amount, your Directors propose to create a reserve liability of
Rs. 2.50 per share to be used only at the time of the company being wound up.
In accordance with section
99 of the Companies Act, 1956, a company may create such ,reserve liability',
with the consent of the members under a Special Resolution of such portion of
the issued capital as is not called up; no call will be made on these partly
paid shares except in the event and for the purposes of the company being wound
up.
None of the Directors are
interested in the above resolution except as shareholders and your Board of
Directors recommend adoption thereof in the interest of the company.
Section 100-Reduction of share
capital
Subject to the confirmation by a Court of competent jurisdiction, a company may, if authorised by its articles, effect a reduction of its share capital. Companies issuing redeemable preference shares may redeem such shares by paying off in cash the amount of the share capital to its preference shareholders within the scope of section 80 under which such redemption shall not be taken as reducing the amount of its authorised share capital. The ultimate jurisdiction in the matter of reduction of capital under section 100 lies with the Court. The Court has wide Jurisdiction even to verify as to fairness of the proposal and to see if the interest of the creditors or minority shareholders is protected. In re Panruti Industrial Company (Private) Limited, AIR 1960 Mad 537.
Reduction of Share Capital
RUSHABH MANAGEMENT & INFOSYS
NOTICE
NOTICE is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at 301 Pitru Ashirwad Anand 388001 , on___ the
___2003___at___a.m./ p.m. to consider and, if thought fit, to pass with or
without modification the following resolutions as Special Resolutions:
"RESOLVED that subject
to the confirmation by the Hon'ble High Court of Bombay, the share capital of
the Company be reduced, by paying off the holders of 30,000 'B' equity shares
of Rs. 100 each (fully paid-up) at a premium of Rs. 2/- per share
being the capital in excess of the wants of the company.
RESOLVED FURTHER that the
Board of Directors be and is hereby authorised to accept such modification of
the aforesaid terms or carry out such directions as may be required by the said
High Court to implement the aforesaid resolution."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the____2003
NOTES : 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of the special business set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
As you are aware that the
company had to sell all its plant and machinery, producing jute goods and cloth
as the manufacturing of such goods became unremunerative due to demand
recession. Your company was always a marginal company as the manufacturing
facility of the company had been established in a place where the costs of
carriage, both inwards and outwards, were uneconomic. After the disposal of the
plant and machinery, the company has hired out the factory premises at a very
attractive rent under a contract running for five years.
There being no utilisation
of the manufacturing unit of the company, the requirement of working capital is
now negligible. Consequently, it has been proposed to pay off the holders of
60,000 'B' equity shares of Rs. 100/- each (fully paid-up) at a
premium of Rs.3/- per share. There had been no stipulation in regard to
redemption at the time of the issue of these series of shares, and paying off
this class of shareholders would amount to reduction of capital within the
meaning of section 100 of the Companies Act, 1956. The validity of the
resolution is subject to conformation of the Court. The article __of the
Articles of Association of the company provides for the reduction of capital by
way of paying off paid-up share capital which is in excess of the wants
of the company.
None of the Directors of the
company is directly involved or interested in the proposed resolution and the
Board of Directors recommends adoption thereof in the interest of the company.
A notice of the Court's
order confirming the reduction of share capital under section 102(l) of the
Companies Act, 1956, must be given to the Registrar of Companies in Form No.
21 of the Companies (Central Government's)
General Rules & Forms, 1956.
Section 106-Alteration of rights of
holders of special classes of shares
Where the share capital of a
company is divided into different classes of shares, the rights attached to the
shares of any class may be varied with the consent in writing of the holders of
not less than three-fourths of the issued shares of that class or with
the sanction of a Special Resolution passed at a separate meeting of the
holders of issued shares of that class.
As per Rule 40) of the
Companies (Passing of Resolutions by Postal Ballot) Rules, 2001, the Special
Resolution should be passed through postal ballot by listed companies.
The provisions of section
106 are inconsistent with Regulation 3 of Table 'A' in Schedule I of the
Companies Act, 1956, which reads that if at any time the share capital is
divided into different classes of shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the shares of that class)
may, subject to the provisions of sections 106 and 107, and whether or not the
company is being wound up, be varied with the consent in writing of the holders
of three-fourths of the issued shares of that class or with the sanction
of a Special Resolution passed at a separate meeting of the holders of the
shares of that class.
It is, however, understood
that to such separate class meeting, regulations in regard to General Meetings
shall mutatis mutandis apply.
Class Meeting of Preference Shareholders
S. 106-Notice of class meeting of preference shareholders
RUSHABH MANAGEMENT & INFOSYS
NOTICE
NOTICE is hereby given that
a class meeting of the holders of the 61/2 per cent 80,000 cumulative
redeemable preference shares of Rs. 100/- each of Series 'A' of RUSHABH
MANAGEMENT & INFOSYS will be held at its registered office at 301 Pitru
Ashirwad Anand 388001 , on ___the___2003___at__a.m./p.m. to consider and, if
thought fit, to pass the following resolution with or without modification as a
Special Resolution:
"RESOLVED that consent
be and is hereby accorded to the increase in the rate of dividend of the 61/2
per cent 80,000 cumulative redeemable. preference shares or Rs. 100/-
each of Series 'A' from 61/2 per cent per annum to 10.5 per cent per annum free
of company's income tax."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the ___2003
NOTES: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
The relative Explanatory Statement,
pursuant to section 173(2) of the Companies Act, 1956, in respect of the
special business set out above is annexed hereto.
The special resolution
requires consent of shareholders through postal ballot.
Explanatory Statement pursuant to section 173(2) of
the Act
The company issued a new
series marked W redeemable cumulative preference shares of Rs. 100 each
carrying fixed dividend of 10.5 per cent per annum (free of company tax). It
was given to understand at the time of issue that the rate of fixed dividend on
the 'A' series of preference share will be raised to the present optimum level
of 10.5 per cent in order to maintain a uniform rate of dividend on both the
series of redeemable cumulative preference shares. It has now been proposed
that the rate of dividend be raised on the 61/2 per cent. 'A' series of preference shares from 61/2 per cent per
annum to 10.5 per cent per annum.
The above Special Resolution has, therefore, been proposed for your adoption by the holders of preference shares of series 'A' in terms of the provisions of section 106 of the Companies Act, 1956, and also clause___ of the Articles of Association of the company, as the proposed change in the rate of fixed dividend may be deemed to be a modification, commutation, abrogation or variation of rights and privileges attached to the said 'A" series of preference shares.
Section 137-Entry in register, of
charges of appointment
of receiver or
manager
If at any time, a Receiver
or a Manager is appointed by a Court of competent jurisdiction, or if any
person appoints such Receiver or person under any powers contained in any
instrument, the person so appointed as Receiver/Manager shall, within thirty
days from the date of the order thereof, give notice of the fact to the Registrar
and the Registrar shall, on payment of the prescribed fee, enter the fact in
the register of charges. Form
No. 15 of the Companies (Central Government's) General Rules & Forms, 1956, has been prescribed to be used by the persons so appointed to notify the matter.
If any person makes default
in complying with aforesaid requirement, he will be punishable with fine of up
to Rs. 500/- for every day during which the default continues.
Appointment of Receiver or Manager
Registration No. Nominal
of company ............................. capital Rs
THE COMPANIES ACT, 1956
FORM NO. 15
Notice of appointment of Receiver or Manager
(Pursuant
to section 137)
Name of company Limited/Private
Limited
Presented by PQR
To
The Registrar of Companies,
I, PQR of ____ Nagpur hereby give notice that I have obtained an order of the ___dated___ for the appointment of ___of as Receiver/Manager of the property of ___Limited/Private Limited.
On the ____day of __ I was appointed as Receiver/Manager of the
property of____ Limited under the powers contained in an instrument.'
Sd/
PQR
Dated the___ day of___2003
____Signature
NOTES : Of these two paragraphs, strike out that
which does not apply.
1.Insert the name of the
Court making the order.
2.Indicate whether the
appointment relates to the whole or any specified property of the company, and
in the latter case, specify the property. Where, on the other hand, the
appointment relates to the income arising from the whole or any specified
property of the company, state this fact and where the appointment relates only
to the income of specified property, specify the property in question.
3.Describe fully the
instrument under which the appointment is made and state whether it is a
debenture secured by a floating charge.
The term 'Manager' used here
does not mean 'Manager' as defined in section 2(24) of the Companies Act, 1956.
Section 137(2)-Notice to be given to
the Registrar on
ceasing to act as
a Receiver
As it is the duty of the Receiver of a property having charge over the same to notify his appointment as such to the Registrar, so also on ceasing to act, the Receiver shall give to the Registrar notice to that effect. The notice to be given by the Receiver or Manager on ceasing to act as such should be in Form No. 16 of the Companies (Central Government's) General Rules & Forms, 1956. If any person makes a default in complying with the aforesaid requirement, he will be punishable with fine of Rs. 500/- for every day during which the default continues.
A person appointed as
Receiver/Manager should also give notice of such appointment to the Income-tax
Officer having jurisdiction for the assessment of the accounts of the company within
thirty days of his appointment in terms of section 178 of the Income-tax
Act, 1961. Failure to give a notice of appointment, as above, will make the
Receiver liable in the same extent to which the company would have been liable
in regard to tax payable by it.
Notice by Receiver/Manager on ceasing to act
as such
Registration No. Nominal
of company
capital Rs
THE COMPANIES ACT, 1956
FORM NO. 16
Notice to be given by Receiver/Manager on ceasing to
act as such
(Pursuant to section 137(2))
Name of company Limited/Private
Limited
Presented by PQR
To
The Registrar of Companies,
I, PQR of ____hereby give you
notice that I ceased to act as Receiver/Manager of the ___Limited/Private
Limited on the____ day of ____2003 ___)
Sd/- PQR
Signature
Dated the __day of___2003___ Receiver/Manager
Section 149(2A)-Restriction on
commencement of business
The Companies (Amendment) Act, 1965, imposed certain restrictions on the commencement of business of a company in existence immediately before the commencement of the aforesaid Amendment Act, as well as for the companies formed after such commencement.
Before the commencement of the Companies (Amendment) Act, 1965, the object clause in the Memorandum of Association of a company need not have to classify the objects. Whereas the companies coming into existence subsequent to the Companies (Amendment) Act, 1965, the object clause in the Memorandum of Association of the company has to specify the main objects which the company proposes to pursue on its incorporation, the objects which are incidental or ancillary to the attainment of the main objects and other objects not included in any of the above two clauses .31
Pursuant to the provisions
of section 149(2A), a company in existence immediately before the commencement
of the Companies (Amendment) Act, 1965, in relation to any object which the
company has not commenced, and for companies which came into existence after
the Amendment Act as above, in respect of any of the objects other than the
objects pursued immediately on incorporation, shall not commence such business,
unless the concerned company has approved of the commencement of any such
business by a Special Resolution passed in that behalf by it in General Meeting
and a duly verified declaration by one of the Directors or the Secretary or in
case the company has no Secretary by a Secretary in whole-time practice
in the prescribed forM32 that the aforesaid formalities are complied with has
been filed with the Registrar.
Commencement of new business
RUSHABH MANAGEMENT & INFOSYS
NOTICE
Notice is hereby given that the Extraordinary
General Meeting of the Company will be held at the registered office of the
Company 301 Pitru Ashirwad Anand 388001 ,__ on___ the___ 2003___ at ___a.m./p.m.
to consider and, if thought fit, to pass with or without modification, the
following resolution as Special Resolution:
"RESOLVED that in
accordance with the provisions of section 149(2A) of the Companies Act, 1956,
approval be and is hereby accorded to the commencement of business of
manufacture and commercial. distribution of chlorine in liquid and tablet form
and other preparations used as water purifier."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the ___2003
NOTES: 1 .A member entitled to
attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of
the special business set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
Your company is a highly
reputed manufacturer of paper and paper board and in the process has to use
chlorine in substantial quantity as a basic chemical as whitening agent. Your
company which commenced business much before the year 1965, had one of its
objects in its Memorandum of Association for carrying on business of a
manufacturer and distributor of any of the vital chemicals, intermediaries or
reagents necessary in the manufacture of paper and paper board. Chlorine is a
vital chemical consumed in substantial quantity by the company in the process
of manufacture of paper and paper board. Chlorine as a chemical is also widely
used for purification purposes especially for water purification. After the
country-wide devastating flood, there had been a serious shortage of
chlorine in the country and your Directors consider that to help national cause
as well as to diversify the activities of the company, manufacture of chlorine
should be taken up on immediate basis. Your Directors also consider that a
basic chemical like chlorine has a sustained demand and its manufacture may be
commenced with minimum capital cost for certain balancing equipment which can
be procured indigenously within a very short time.
According to section 149(2A)
of the Companies Act, 1956, for manufacturing and selling of chlorine, the
company shall be deemed to commence a new business within the meaning of clause
(a) of the above section as the business of chlorine is not germane to the
business of manufacturing -and selling of papers and paper board, the
business which the company was carrying on before the commencement of the
Companies (Amendment) Act, 1965. Pursuant to the aforesaid section, it is
imperative that approval of the members be obtained before the commence me fit
of the new proposed business.
The Directors recommend
acceptance of the proposed Special Resolution in the best interest of the
company. None of the Directors is personally interested in the proposed
resolution.
The Memorandum of
Association of the company is open for inspection by the members at the
registered office of the company during the usual business hours of the company
on any working day.
'Commencement of any
business' should be considered as an effective step taken by the company either
to manufacture/market or trade in the proposed business, including
sale/purchase. Kishangarh Electric Supply Co. Ltd. v. State of Rajasthan, AIR
1960 Raj 49.
Commencement of new business
RUSHABH MANAGEMENT & INFOSYS
NOTICE
Notice is hereby given that the Extraordinary General Meeting of the Company will be held at the registered office of the Company at 301 Pitru Ashirwad Anand 388001 ,___on ___the___2003__at___a.m./p.m. to consider and, if thought fit, to pass
with or without modification, the following resolution
as a Special Resolution.
"RESOLVED that pursuant to the provisions of section 149(2A)(b) of the Companies Act, 1956, approval be and is hereby accorded to the commencement of business of investing moneys of the company not immediately required for the purposes of the company in the equity or preference share capital of any other body corporate subject to the limitations of section 372A of the said Act."
BY ORDER OF THE BOARD
(XYZ)
Dated the___
2003___Secretary.
NOTES: 1.A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of
the special business set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
Your company manufactures
and markets steel castings, this business it commenced immediately after its
incorporation in May, 1966. In the object clause of the company, under clause 7
'other objects' an item reading as "To invest the moneys of the company,
not immediately required, upon such security/shares/debentures of other bodies
corporate as may from time to time be determined". Pursuant to clause (b)
of sub-section (2A) of section 149 of the Act, a company formed after the
commencement of Companies (Amendment) Act, 1965, cannot pursue any business in
relation to any of the objects stated in its memorandum in pursuance of sub-clause
(ii) of clause (d) of sub-section (1) of section 13 of the Act unless
approved by a Special Resolution. That section provides that a company other
than its main object and objects incidental or ancillary to the attaining of
such main objects, should provide in its Memorandum of Association 'other
objects' of the company. As the proposed business of investments in shares and
securities has been included under 'other objects', the company cannot commence
such business
unless such commencement of
business is approved by members of the company by a Special Resolution passed
in that behalf by it in a General Meeting.
There is a proposal to
purchase 1,00,000 equity shares of a company more or less in the same line of
activities having good growth prospect at the nominal value of Rs. 10 per
share. The proposal is well within the provisions of section 372A of the
Companies Act, 1956, and your Board of Directors considers that the offer is
for the benefit of the company, and recommends acceptance thereof.
None of the Directors is
personally interested in the proposed resolution and the Directors recommend
acceptance of the proposed Special Resolution in the best interest of the
company.
The Memorandum of
Association of the company is open for inspection of members at the registered
office of the company during the usual business hours of the company on any
working day.
Commencement of new business by an
existing company (S. 149)
In earlier page discussion
was confined to alteration of the object clause included in the Memorandum of
Association of a company within the purview of section 17 of the Companies Act,
1956. In the case of an existing company, even after the inclusion/alteration
of a new object clause within the sphere of section 17, the consent of the
members to commence a new business will be necessary pursuant to the provisions
of section 149(2A) of the Companies Act, whether the company commenced its
business either before or after the Companies (Amendment) Act, 1965, came into
force. Inclusion/alteration of the object clause in a Memorandum of Association
of a company is a lengthy process and it may be worthwhile to obtain approval
of the members for it at the same General Meeting where the commencement of the
business pursuant to section 149(2A) of the Companies Act, 1956 is considered,
in anticipation of approval of the proposed amendments of the object clause.
If any commences any such
business in contravention of sub-section (2A) of section 149, every
person who is responsible for the contravention will be punishable with fine of
up to Rs. 5,000/- for every day during which the contravention continues.
Approval of members for pending completion
of formalities u/s. 17
RUSHABH MANAGEMENT & INFOSYS
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at 301 Pitru Ashirwad Anand 388001 ,____on___the___2003
at___ a.m./p.m. to consider and, if thought fit, to pass with or without
modification the following resolution as a Special Resolution:
"RESOLVED that in accordance with the provisions of section149(2A) and any other applicable provisions of the Companies Act,1956, approval be and is hereby accorded for the commencement of business 'as a spinner, manufacturer, weaver and dealer in cotton yam and cotton goods and any kind of synthetic fiber or fibrous products and materials' in other words as enumerated in the Special Resolution No____ hereinabove for the purpose of inclusion in the object clause of the company under item ____of the Memorandum of Association, upon the said object under item becoming effective."
BY ORDER OF THE BOARD
(X Y Z)
Secretary.
Dated the _____2003
NOTES : 1. A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2. The relative Explanatory
Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of
the special business set out above is annexed hereto.
Explanatory Statement
pursuant to section 173(2) of the Act
The item No. 1 of the notice
of the aforesaid General Meeting is a proposition for the passing of a Special
Resolution for inclusion in the Memorandum of Association of the company under
item a new object as a spinner, weaver,
dealer of cotton goods and cotton yam and all types of synthetic yam and fiber
as has been fully enumerated under the said item 1.
In the event of the proposed
inclusion of the new object in the object clause of the Memorandum of
Association of the company by passing a Special Resolution, it would be
necessary for the members to accord approval for the commencement of such
business under section 149(2A) of the Companies Act, 1956. 'The Directors of
your company considered the benefit of obtaining your approval for the
commencement of the business under section 149(2A) at the same meeting which
will become effective only after the approval is obtained from the concerned
authorities for the alteration of the Memorandum of Association.
Your Directors recommend
that the proposed resolution be adopted in the interest of the company.
None of the Directors of
your company is concerned or interested in the proposed resolution.
Approval of members for pending completion of
formalities u/s. 17 (Another format)
RUSHABH MANAGEMENT & INFOSYS
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at 301 Pitru Ashirwad Anand 388001 ,on___the___2003 at___
a.m./p.m. to consider and, if thought fit, to pass
the following resolutions as
Special Resolutions:
“1 RESOLVED that pursuant to
section 17 of the Companies Act, 1956, the Objects Clause III (c) of the Memorandum
of Association of the company be and is hereby altered in the following manner:
In clause III(c) of the
Memorandum of Association of the company, the following new objects by way of
new sub-clauses be inserted as sub-clauses 40A and 40B after the
existing sub-clause 40:
"40A. To undertake,
carry out, promote and sponsor rural development including any programme for
promoting the social and economic welfare of or the uplift of the public in any
rural area and to incur any expenditure on any programme of rural development
and to assist execution and promotion thereof either directly or through an
independent agency or in any other manner. Without prejudice to the generality
of the foregoing 'programme of rural development' shall also include any programme
for promoting the social and economic welfare of or economic uplift of the
public in any rural area which the Directors consider it likely to promote and
assist rural development and the words 'rural area' shall include such areas as
may be regarded as rural areas under the Income-tax Act, 1961, or any
other law relating to rural development for the time being in force or as may
be regarded by the Directors as rural areas and the Directors may at their
discretion in order to implement any of the above-mentioned objects or
purposes transfer without consideration or at such fair or confessional value
as the Directors may think fit and divest the ownership of any property of the
company to or in favour of any public or local body or authority or Central or
State Governments or any public institutions or trusts or organisation(s) as
the Directors may approve.
40B. To undertake, carry
out, promote and sponsor or transfer or assist any activity for the promotion
and growth of national economy and for discharging what the Directors may
consider to be social and moral responsibilities of the company to the public
or any section of the public as also any activity which the Directors consider
likely to promote national welfare or social, economic or moral uplift of
public or any section of the public and in such manner and by such means as the
Directors may think fit, from time to time and the Directors may without
prejudice to the generality of the foregoing provisions undertake, carry out,
promote and sponsor any activity for publication of any books, literatures,
newspapers etc. or for organising lectures or seminars likely to advance these
object or for giving merit awards, scholarships, loans, or any other assistance
to deserving students or other scholars or persons to enable them to prosecute
their studies or academic pursuits or researches or to take up establishment
of any medical research centre to collect information and advise on modem techniques
for treatment of diseases for the benefit of the rural areas either by itself
or through any of its agencies and for establishing, conducting or assisting
any institution, fund, trust etc. having any one of the aforesaid objects as
one of its objects by giving donations or otherwise in any other manner and the
Directors may at their discretion in order to implement any of the above-mentioned
objects or purposes transfer without consideration or at such fair or
confessional value as the Directors may think fit and divest the ownership of
any property of the company to or in favour of any public or local body or
authority or Central or State Governments or any public institutions or trusts
or organisation(s), as the Directors may approve."
2. RESOLVED FURTHER that on passing of the aforesaid Special Resolution under section 17 of the Companies Act, 1956, for the proposed alteration of the Memorandum of Association of the company, as set out above, the company hereby accords its approval as required in sub-section (2A) of section 149 of the Act to the commencement and implementation of the objects stated in sub-clauses 40A and 40B of clause III of the Memorandum of Association of the company as and when the Directors of the company may think fit."
BY
ORDER OF THE BOARD
(X
Y Z)
Secretary.
Dated the ___2003
NOTES : 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of
the special business set out above is annexed hereto.
3.The special resolution
requires the consent of shareholders through postal ballot.
Explanatory Statement pursuant to section 173(2) of
the Act
In view of the policy of the
Government to promote social and economic welfare of the weaker section of the
society and rural development, it is desirable that the company initiates steps
to supplement the efforts in this direction.
Any expenditure incurred by
the company on programmes for promoting the social and economic welfare of or
the uplift of the public in any rural area (programme of rural development)
approval by the prescribed authority under the provisions of section 35CCA of
the Income-tax Act, 1961, are allowed as deduction in the computation of
income for the purpose of taxation.
The company proposes to undertake and execute programmes of rural development within its reach and capacity so that the general improvement in the economic and social Only for listed Companies status and conditions of the sizable section of society may have its inevitable impact, in due course, on the national economy. With the improvement in the purchasing capacity of the rural public, the economy of the country will improve which in turn would improve the business of the company and consequently its growth and financial position.
To empower the company to
undertake, carry out, promote and sponsor activities, projects and programmes
of rural development etc. and/or to promote national welfare and social,
economic and moral uplift of the public, it is considered necessary to amend
the object clause, so as to expressly include the said objects by adding new
sub-clauses 40A ~and 40B in the main Clause III of the Memorandum of
Association of the company as set but in the notice.
It is a condition for
deduction of the expenditure incurred on any programme of rural development
under section 35CCA of the Income-tax Act, 1961, that where such
expenditure results in the acquisition or creation of an asset being building,
machinery, plant or furniture, etc., the assessee must divest itself of the
ownership of such asset before the end of the previous year. In view thereof,
the company should have full authority to completely divest itself of the title
to such building, machinery, plant, furniture etc. and to vest it in any other
body, authority, organisation, institution etc. Sub-clause 40A, proposed
to be added, contains the necessary power. A similar provision is also set out
in tile proposed sub-clause 40B. The Board of Directors recommends to the
members to adopt the proposed resolution incorporated in item No of the notice
as Special Resolution.
Cancelling or postponement of convened
meeting
For postponement of a
convened meeting, the practice that is followed in India is that once a General
Meeting or Annual General Meeting is notified to be convened, the notice is
not, in the normal circumstances, cancelled, or further notice is not issued
for the postponement of the convened meeting.
It is, however, argued that
the authority to convene a General Meeting on a particular date and time
normally lies with the Board of directors. It is, therefore, the authority of
the Board again which can either cancel or postpone a meeting already notified.
In fact, in a High Court case (Rajpal Singh v. State of U.P., (1968) 1 Comp
LJ22) the Board's authority to postpone a convened meeting has been upheld, but
such authority must be exercised only for bonafide and proper reasons.
It is, however, generally
accepted norm that once a General Meeting has been notified to be convened, it
should be held on the notified date and time. The meeting so convened may, if
necessary, be adjourned with the consent of the members to a suit-able
date and time either fixed at the same meeting itself or as may be notified
later on by the Board of Directors.
Addition of further business to be
transacted in the same General
Meeting for which
notice has already been issued (S. 53/171)
It may sometimes be
necessary to add further items of business to be considered in the same General
Meeting for which a notice has earlier been issued. There is no prohibition in
the Companies Act, 1956, for such supplementary notice to be issued if such
notice complies with the provisions in regard to length of time pursuant to
section 171 read with section 53 of the Act.
§ 205
Supplementary notice of General Meeting
RUSHABH
MANAGEMENT & INFOSYS
NOTICE
This notice is a supplement
to the notice given by the Board of Directors convening the Annual General
Meeting of the members of RUSHABH MANAGEMENT & INFOSYS to be held at the
registered office of the Company at 301 Pitru Ashirwad Anand 388001 ,
on___the___2003.
This supplementary notice is
given to the members of the Company to inform that, at the said Annual General
Meeting for which the aforesaid notice has been issued, the following business
is to be included after item 5 of the aforesaid notice:
6.To consider and, if
thought fit, to pass with or without modification, the following resolution as
a Special Resolution:
"RESOLVED that pursuant
to section 258 and any other applicable provisions, if any, of the Companies
Act, 1956, the Articles of Association of the company be altered by deletion of
existing article 93 with the marginal notes thereon and replacement of the said
article 93 with the marginal notes thereon with the following:
93. Number of Directors. The
number of Directors of the company shall not be less than three and more than
twelve."
BY
ORDER OF THE BOARD
(XYZ)
Secretary.
Dated the ____2003
NOTE: The relative Explanatory Statement pursuant to section 173(2) of the
Companies Act, 1956, in respect of the special business as set out above is annexed
hereto.
A member entitled to attend
and vote at the meeting is entitled to appoint a proxy to attend and vote
instead of himself and the proxy need not be a member of the company.
Explanatory Statement
pursuant to section 173(2) of the Act
Pursuant to the existing
article 93, of the Articles of Association your company may appoint maximum
nine Directors on the Board of the company. The company presently concluded
successfully, negotiation of a loan from the Life Insurance Corporation of
India, the Unit Trust of India and the Industrial Development Bank of India to
an aggregate amount of Rs. 200 lakhs to be secured by the issue of mortgage
debentures carrying 13.5 per cent interest per annum. A condition has been laid
down in the loan agreements of all the aforesaid institutions that each of
these institutions shall have option to appoint a no rotational Director on the
Board of the company. The company has to accommodate appointment of further
three Directors as representatives/ nominees of the aforesaid institutions,
which is possible by alteration of the article 93 of the company.
None of your Directors are
interested in the above proposal and recommends your acceptance of the same in
the interest of the company.
Section 188-Circulation of member's
resolution
Members representing not
less than one twentieth of the total voting power of a company, or not less
than one hundred members having the right to vote and holding shares in the
company on which there has been paid-up an aggregate sum of not less than
one lakh of rupees in all, may deposit with the company a requisition asking
the company to circulate the text of a resolution proposed by the
requisitionists. On receipt of such requisition of a resolution which is to be
circulated at the expenses of the requisitionist, (unless the company otherwise
resolves to bear such circulation expenses), the company is to give to members
of the company entitled to receive notice of the next Annual General Meeting,
notice of any resolution which may properly be moved and is intended to be
moved at that meeting.
The statement that the
requisitionists intend to circulate should not be more than one thousand words
with respect to the matter referred to in any proposed resolution, or any
business to be dealt with at the said Annual General Meeting.
If default is made in
complying with the provision of section 188, every officer of the company who
is in default will be punishable with fine of up to Rs. 50,000/-.
Requirement of notice by company to circulate to members on
requisition
RUSHABH
MANAGEMENT & INFOSYS
NOTICE
Notice is hereby given that
pursuant to the provisions of section 188 of the Companies Act, 1956, the company
has received a valid requisition dated the____2003, signed by the
requisitionists, giving notice of their intention to move the following Special
Resolution at the next Annual General Meeting of the Company, that is, the___
Annual General Meeting of the Company, to be held on ___the___2003, at____
a.m./p.m. at the registered office of the Company:
" RESOLVED that the
Articles of Association of the Company be altered by deletion of existing
article 95 and replacement thereof by the following new article 95:
Qualification of Directors:
95. Unless otherwise determined
by the company in a subsequent General Meeting, the non-rotational or the
whole-time Directors shall have adequate professional qualification and
experience to lead a team of
professional managers and contribute substantially towards the development of
the company in the sphere of its activities."
BY
ORDER OF THE BOARD
(X
Y Z)
Secretary.
Dated the__2003
NOTE :The relative
Explanatory Statement, pursuant to section 173(2) of the Companies Act, 1956,
in respect of the special business set out above is annexed hereto.
Explanatory Statement
pursuant to section 173(2) of the Act
Company's management who usually deals with public money in substantial quantum either through the participation of the shareholders or as depositors or by borrowing through the financial institutions, should be entrusted in efficient hands capable of handling all incidental problems of a company management. The companies should not be identified any more with a vested business group who have group backing as their only qualification. It may be noted that the professionally managed companies are far more dynamic in their activities and decisions and are totally profit oriented to contribute to the maximum extent to the benefit of the members, the well being of the company and the Government increasing the payment of quantum of taxes in the form of increased excise duty and income-tax. It is, therefore, contended that the whole-time Directors, who are in the day-to-day decision making forum, must be professionals so as to form a cohesive team of efficient management.
S. 169-Notice
by requisitionists for convening an extraordinary general meeting X and Co.
Ltd. Regd. Office:
NOTICE
Notice is hereby given that an Extraordinary General Meeting of the Company convened by the undersigned requisitionist(s) pursuant to section 169(6) of the Companies Act, 1956, will be held ___the ___day of___2003, at____ a.m./p.m at ___to consider and, if thought fit, to pass, with or with out modification, the following resolution as a Special Resolution:
"RESOLVED THAT ................... .............
Sd/
(Requisitionist(s))
NOTES: 1.A member entitled to attend and vote is entitled to appoint a proxy to tend and vote instead of himself and the proxy need not be a member of the company.
2.The Explanatory Statement
pursuant to section 173 of the Companies Act, 1956, in respect of the matter
for which requisition has been made is annexed hereto.
Extension of time for holding AGM
Dear Sir,
We write to inform you that
pursuant to the provisions contained in Section 166(l) of the Companies Act,
1956, our Annual General Meeting is required to be held on ____The Company has
already served notice of the Meeting to the members of the Company. However,
due to the communal riots, the entire city has been put under curfew as a
result of which it has virtually become impossible to hold the Meeting on the
day.
Under the circumstances, it
is requested that we may kindly be granted extension of thirty days' time up to
for holding the Annual General Meeting.
In this connection, we
enclose the following documents for your kind perusal:
1.A certified true copy of
the Board Resolution dated ...............
2.A certified true copy each of the Memorandum and Articles of Association of the Company.
3. A certified true copy of
the balance-sheet and Profit and Loss Account.
4.Challan No . ___date____
Evidencing payment of fee.
We accordingly request you
to kindly accord your approval to the extension of time up to for holding the Annual General Meeting of the
Company at the earliest.
Thanking You,
Yours faithfully,
for XYZ Limited
Secretary
Section 209-Books of accounts to be
kept by the
company
Every company shall keep at its registered office proper books of accounts with respect to all sums of money received and expended by the company and in matters in respect to which the receipt and expenditure take place. The company is to maintain accounts relating to all sales and purchases of goods by the company, the assets and liabilities of the company. In the case of a company engaged in production, the records of processing, manufacturing and mining activities and the particulars of utilisation of materials, labour or other cost and/or such particulars as required by the Central Government are to be included in such books. The books have to be kept on accrual basis. The Board of Directors of a company may decide all or any of the books of accounts, as aforesaid, which are to be maintained at the registered office of the company to be kept at such other place in India as the Board may decide. The company in that event, has to notify the Registrar, by a notice, in writing in the prescribed form, Form No. 23AA of the Companies (Central Government's) General Rules & Forms, 1956, giving full address of that other place and the name of the police station within whose jurisdiction the place comes.
This notice in Form No. 23AA
is to be filed with the Registrar of Companies within seven days from the date
on which it was decided by the Board of Directors to keep the books of accounts
at a place other than the registered office of the company.
Foreign companies also have
to file it and for them the concerned Registrar of Companies is the Registrar
of Companies, NCT of Delhi, and the registered office means the principal place
of business in India of those foreign companies.
If any person having been
charged by the managing director, manager or Board of Directors as the case may
be with the duty of seeing that the requirements of section 209 are complied
with makes a default in doing so, he will in respect of each offence be
punishable with imprisonment for a term of 6 months or with fine of Rs. 10,000/-
or with both.
Composite Public Notice of Annual General Meeting
XYZ Ltd.
Registered Office:
NOTICE
NOTICE is hereby given that
the Fifteenth Annual General Meeting of the members of the Company will be held
at the Registered Office at 301 Pitru Ashirwad Anand 388001 on Friday, September 20, 2003 at 10.00 a.m.
to transact the business as contained in the Notice dated August 9, 2000 which
is being posted to all the members at their recorded addresses.
Pursuant to Section 154 of the
Companies Act, 1956 notice is also hereby given that the Register of Members
and the Share Transfer Books of the Company will remain closed from September
16, 2003, to September 20, 2003 (both days inclusive).
The Board of Directors of
the Company at its Meeting held on August 9, 2003 have recommended for the
approval of the members at the forthcoming Annual General Meeting a Dividend of
75 per cent on the Equity Shares which will be paid on or about November 2,
2003 to those members whose names will appear in the Register of Members of the
Company on September 20, 2003 or to their mandates.
Member are requested to
notify any change in their addresses and dividend mandates to the Company.
By
order of the Board
Secretary
Place:
Dated:
Composite Notice of Annual General Meeting
(Another format)
X
Y Z Limited
Regd.
Office ..............
S. 172-Composite
public notice of Annual General Meeting and for closure of share transfer books
NOTICE
NOTICE is hereby given that Annual General Meeting of X Y Z Limited
will be held on ____(date) at___(Time) at ____(Place).
The Notice setting out the
Ordinary and Special Business to be transacted at the Meeting and the
Explanatory Statement attached thereto, together with the Balance Sheet as at the profit and Loss Account for the year
ended on that date and the Reports of the Board of Directors and Auditors
thereon, are being mailed to all Members.
NOTICE is also hereby given
pursuant to Section 154 of the Companies Act, 1956, that the Register of
Members of the Company and Transfer Books thereof will be closed from
___to____(both days inclusive) to reckon the
shareholders on the Register of Members for the purpose of payment of
dividend for the financial year ended .____
Members and all other
concerned are requested to lodge transfer deeds, change of address
communication, tax exemption forms, mandates (if any) with ____Investor
Relations Department______ on or before____
Transfer documents and other
communication received after ___will not be taken into account for the purpose
of dividend.
Place: By
order of the Board
Date: Company
Secretary
Composite Notice of Annual General Meeting
(Another format)
X Y Z Limited
NOTICE
Notice is hereby given that Annual General Meeting of the members of the Company will be held at the Registered Office at ____(Place)____on (day and date) at (time) to transact the business as contained in the Notice dated .which is being posted to all the members at their recorded addresses.
Pursuant to Section 154 of
the Companies Act, 1956 notice is also hereby given that the Register of
Members and the Share Transfer Books of the Company will remain closed from
___to ____both days inclusive.
The Board of Directors of
the Company at its Meeting held on ____have recommended for the approval of the
members at the forthcoming Annual General Meeting a Dividend of 75 per cent on
the Equity shares which will be paid on or about to those members whose names
will appear in the Register of Members of the Company on ____-or to their
mandates.
The tax exemption certificates/declarations in Form No. 15G (in duplicate) must be filed with the Company's Registrars and Share Transfer Agents ____so as to reach them latest by ___Members are also requested to notify any change in their addresses and dividend mandates to the Share Registrars and Transfer Agents as mentioned above.
Place: By
Order of the Board
Date: Company
Secretary
Composite Notice of Annual General Meeting
(Another format)
X Y Z Limited
counts and Reports of
Directors and Auditors thereon, are being despatched to all the members at
their registered addresses.
Notice is also hereby given
pursuant to Section 154 of the Companies Act, 1956 that the Register of Members
and the Share Transfer Books of the Company shall remain closed from to ___(both days inclusive).
Place: For
X Y Z Limited
Date: Company
Secretary.
Composite Notice of Annual General Meeting
(Another format)
X
Y Z Limited
NOTICE
The Board of Directors of
the Company at its Meeting held on ____has recommended a Final Dividend @
____on the paid up Equity Shares for the____ year ended____ for approval by the
shareholders at the next Annual General Meeting of the company to be held on___
at the___(Place) at____(Time).
Notice of the said Annual
General Meeting along with Statement of Accounts for the year ended will be sent to each member individually. In
accordance with the provisions of Section 154 of the Companies Act, 1956 the
Register of Members and Share Transfer Books of the Company will remain closed
___from ___to___(both days inclusive). Members are requested to intimate their
change of address immediately to the Company's office in ____(Place).
Place: By
the Order of the Board
Date Company
Secretary
Composite Public Notice of AGM
(Another format)
X
Y Z Limited
The Board of Directors of the Company at its Meeting held on ____has recommended a Final Dividend@ ____on the paid up Equity Shares for the year ended _____for approval by the share-holders at the next Annual General Meeting of the company to be held on ____(Date) at ______(Place) at _____(Time).
NOTICE of the said Annual General
Meeting along with Statement of Accounts for the year ended ____will be sent to
each member individually. In accordance with the provisions of Section 154 of
the Companies Act, 1956, the Register of Members and Share Transfer Books of
the Company will remain closed from ___to ___(both days inclusive). Members are
requested to intimate their change of address immediately to the .________
Place: By
Order of the Board
Date: Company
Secretary.
Annual General Meeting (S. 166)
1. Holding Annual General Meeting a statutory
necessity
The holding of an Annual
General Meeting in each calendar year is a statutory necessity.
The Annual General Meeting
must be held on the following dates:
(1) Fifteen months from the date of the last annual
general meeting.
(2) Six months from the close of financial year.
2. Annual General Meeting not to be held on holiday
No Annual general meeting of
any company shall be held on a public holiday. The prohibition is however not
extended to extraordinary general meeting. Provided that no day declared by the
Central Government to be a public holiday shall be deemed to be such a holiday,
in relation to any meeting, unless the declaration was notified before the
issue of the notice convening such meeting; [Section 2 (38) Proviso].
3. Section 166(2) not
contravened if adjourned meeting accidentally fall on public holiday
There is no contravention of
Section 166(2) of the Act if an adjourned meeting accidentally comes to be held
on a public holiday. Deptt. Letter No. 8116(1)161-PR, dated 19th May,
1961.
4. Date of annual general meeting can be fixed by Articles or by resolution passed in Annual General Meeting
A company can fix the date
of the annual general meeting by its articles of association or by a resolution
passed in one annual general meeting the time of its annual general meeting
generally or any subsequent such meeting. Deptt. Letter No. 815 (166)165-PR,
dated 21st January, 1963.
5. Place and time of holding annual general meeting
An annual general meeting
can be held only in the city, town or village where the registered office of
the company is situate and not elsewhere or out of business hours.
6. Annual, General Meeting must be called whether
Annual Accounts ready or not
The annual general meeting
must be called whether or not the annual accounts are ready for consideration
at the meeting. (In re, Brahmanbaria Loan Company. (1934) 4 Comp. Cases 282.
(Cal.)
7. Company did not function is no excuse
The fact that the company
did not function is no excuse. (Madan Lal Dey v. State of West Bengal, (1969)
39 Comp. Cas. 119 (Cal.)).
8. Closure of register
The power in Section 154 is intended for the convenience of the company in order to enable the register of members to be brought up to date for the purpose of calculating dividend, bonus etc.
9. Secretarial Standard-2
[ICSI]
Paragraph 2.2 of Secretarial
Standard-2 provides that every company should, in each year, hold a
meeting called the annual general meeting. Every Company should hold its first
Annual General Meeting within eighteen months of the date of incorporation and
thereafter in each year within six months of the close of the financial year,
with an interval of not more than fifteen months between two successive
Meetings. The aforesaid period of six months or interval of fifteen months may
be extended by a period not exceeding three months with the approval of the
Registrar of Companies.
Composite Notice of Annual General Meeting
(Another format)
XYZ Ltd.
Registered Office
NOTICE is hereby given that
the sixth annual general meeting of the shareholders of XYZ Limited will be
held on Wednesday, the 25th day of September, 2003 at 11.30 a.m. at 5, Green
Park, New Delhi-110016 to transact the business as set out in the notice
convening the said annual general meeting which has been sent to the
shareholders.
It is further notified that
pursuant to Section 154 of the Companies Act, 1956, the register of members and
transfer books of the company will remain closed from Wednesday, the 18th
September, 2003 to Thursday, the 25th September, 2003 (both days inclusive)
By order of the Board
Secretary
Place:
Dated:
Notice of address at which books of accounts are maintained
"THE COMPANIES ACT, 1956
FORM NO. 23AA
Registration No
..........................
Nominal capital Rs
.....................
Notice of address at which books of accounts are
maintained
(Pursuant to proviso to section 209(l))
Name of the company
..................
Notice is hereby given that
the Board of Directors of the Company has decided vide resolution, dated the
__day of ____2003 to keep the books of accounts of the company at (new full address) which falls under the
jurisdiction of with effect from
Signature _______
Name _________
(in Block Capitals)
Designation
Dated the ____day of
___2003"
Notice for taking on record quarterly results
XYZ Ltd.
Registered Office
Notice is hereby given, that
a meeting of Board of Directors of the Company will be held on October 23, 2003
for the purpose of taking on record the quarterly results published in the
Press in accordance with revised clause 41 of the Listing
Agreement with Stock
Exchanges.
By
order of the Board
Place: Company
Secretary
Dated:
Notice for taking on record quarterly results
(Another format)
PUBLIC NOTICE
XYZ Ltd.
Registered Office
Pursuant to the revised clause 41 of the Listing Agreement notice to all concerned is hereby given that the Board of Directors of the Company will be meeting on 18th October, 2003 at 4-00 P.M. among other things to consider and take on record the unaudited financial results (provisional) of the Company for the quarter ended September 30, 2003.
By order of the Board
Company Secretary Place: Dated:
Small Shareholders' Director (S. 252(l)
Proviso)
Section 252(l) provides that
a public company having a paid-up capital of Rs. 5 crores or more and
1000 or more small shareholders may have a director elected by such small
shareholders in the manner as prescribed by the Companies (Appointment of the
Small Shareholders' Director) Rules, 2001. As per Explanation to this sub-section
"small shareholders" means a shareholder holding shares of nominal
value of Rs. 20,000/- or less in a public company to which this section
applies.
Notice for convening a general meeting to elect a small
shareholders' director
RUSHABH MANAGEMENT &
INFOSYS
Notice is hereby given that
in terms of section 252(l) proviso read with the Companies (Appointment of the
Small Shareholders' Director) Rules, 2001, the company has received a notice
from 10 small shareholders comprising 1/10 of total small shareholders
proposing the name of Mr. ___who is also a small shareholder of the Company to
be appointed as the small shareholders' director at the ensuing Annual General
Meeting to be held at the registered office of the company at Dhantoli, Nagpur
on ___the___2003 at 11.30 a.m.
By
order of the Board
Company
Secretary
Place:
Dated:
Clause 41 of Listing Agreement
in accordance with clause 41 of the Listing Agreement with the Stock Exchange the Board of Directors or a sub-committee of the Board of Directors of the Company at a Meeting held for the purpose is required to take on record the quarterly results of the company and publish the same within 48 hours of the conclusion of the Board or its subcommittee meeting in two newspapers one in English and the other in the language of the place where the Registered office of the company is situated. The Board of directors or its sub-committee should take on record the unaudited quarterly results which shall be signed by the managing director/director. The Company shall inform the Stock Exchange where its securities are listed about the date of the Board meeting at least 7 days in advance and shall also issue immediately a press release in at least one national newspaper and one regional language newspaper about the date of the aforesaid Board or its subcommittee meeting.
In case the company had
changed its name suggesting any new line of business (including software
business), after 1st January, 1998 or it changes the name hereafter, then the
company will disclose the turnover and income, etc., from such new activities
separately in the quarterly/annual results which are submitted/published for a
period of three years from the date of change in the name of the company. The
unaudited results should not substantially differ from the audited results of
the company. If the sum total of the first, second, third and fourth quarterly
unaudited results in respect of any item given in the following format varies
by 20 per cent when compared with the audited results for the full year the
company shall explain the reasons to the stock exchanges.
In addition, the Company
will shall prepare the half yearly result in the same Performa with effect from
half year ending on 31st March, 2000 and the same shall be approved by the
Board of directors and subjected to a limited review by the auditors of the
company (or by any chartered accountant in the case of public sector
undertakings) and a copy of the review report shall be submitted to the Stock
Exchange within two months after the close of the half year. For the purpose of
this review half year shall be construed as consisting of the first two
quarters of the Company's financial year. If the sum total of First and Second
quarterly unaudited results in respect of any item given in the same proforma
format varies by 20 per cent or more from the respective half yearly results as
determined after the 'limited review' by the auditors, the Company shall send a
statement (approved by the Board of directors) explaining the reasons to the
Stock Exchanges along with review report.
In respect of the half yearly results, if the company intimates in advance to the Stock Exchange/s that it will publish audited half yearly financial results within two months of the close of the half year, then in such a case unaudited results and limited review need not be published/given to the Stock Exchange/s.
In respect of results for
the last quarter of the financial year, if the company intimates in advance to
the stock exchanges that it will publish audited results within a period of 3
months from the last quarter of the financial year, then unaudited results for
the last quarter need not be published/given to the stock exchanges.
The quarterly results shall
be prepared on the basis of accrual accounting policy and on uniform accounting
practices for all the periods on quarterly basis,
Section 269-Appointment or re-appointment
of Managing
or Whole-time
Director
Appointment/re-appointment and payment of remuneration of Managing or Whole time Director are subject to compliance of the provisions of sections 198, 269, 302, 309, 314, etc. either for the purpose of disclosure of interest of the person concerned or for approval of the Central Government for the appointment and payment of remuneration at a rate not in conformity with sections 198 and 309. In addition, section 640B prescribes for a company to issue a general notice (through press advertisement) to the members of the company before making an application for the appointment of a Managing or Whole time Director where such application is necessary pursuant to the provisions of Schedule XIII.
Although it is required to
pass an Ordinary Resolution but because of divergent requirements of the
various sections with regard to appointment /re-appointment/ remuneration
of a Managing/Whole-time Director, it is considered proper that a company
initiates appointment of a Managing/Whole-time Director by passing a
Special Resolution in a General Meeting duly notified and convened.
Appointment/re-appointment
of managing/whole-time
Directors
S. 269-Notice
of General Meeting for appointment1re-appointment of Managing/Whole-time
Directors
RUSHABH MANAGEMENT &
INFOSYS
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at Dhantoli, Nagpur 440 012,on___the___2003 at___
a.m./p.m. to consider and, if thought fit, to pass with or without modification
the following resolution as an Ordinary Resolution:
"RESOLVED that subject
to the approval of the Central Government pursuant to section 269 and other
applicable provisions of the Companies Act, 1956, this meeting approves the appointment of Mr____ as Managing Director of
the Company on the terms and conditions set out in a letter dated the ___2003
(a copy of which tabled at the meeting being authenticated under the signature
of the Chairman hereof for the purpose of identification) for a period of
five years with effect from the 2003 and that the Board of Directors be and is
hereby authorised to effect such modification(s) in the remuneration payable
to Mr. JKW as may be approved by the Central Government and agreed to by the
Board of Directors and Mr ____
RESOLVED FURTHER that the
Board of Directors of the Company be and is hereby authorised to make necessary
alterations if any made by the Central Government in the terms and conditions
of the said appointment.
BY ORDER OF THE BOARD
(XYZ)
Secretary.
Dated the___2003
NOTES: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of
the special business set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
Mr ...... joined the company on 1st February, 1970, as a Senior Engineer and very soon proved his worth in the set up of the company and in recognition of that the Board of Directors promoted him to the rank of a General Manager and within a course of about three years he had been able to bring discipline in the manufacturing process maintaining complete equilibrium between production and distribution. Having regard to the valuable services rendered to the company by him, the Board of Directors of the company at the meeting held on the____ 2003 considered promoting Mr ___to the Board as the Managing Director of the company for a period of five years subject to the approval of the members and the Central Government in terms of section 269 and other applicable provisions of the Companies Act, 1956. The material terms/memorandum of interest of appointment of Mr. JKW, as contained in the letter dated the ___2003 as referred to above, are given hereunder:
1. Period of Contract Five years from ____2003
2. Remuneration
(i) Salary Rs. 108,000/-
per month
(ii) Dearness Allowance Rs. 12,000/- per month(fixed)
(iii) Perquisites
(a) Free partially furnished
accommodation with facilities.
(b) Free use of company's
car with a driver.
(c) Leave with pay for a
period not exceeding one month in a year or 1/11 of the actual working period
provided, however, no encashment will be allowable in lieu of unavailed leave.
(d) Reimbursement of actual
fares by way of leave travel benefit for self and family (wife and dependent
minor children) once in a year according to the leave rules applicable to the
officers of the company.
(e) Reimbursement of actual
medical expenses for self and family not exceeding one month's salary in a year
up to a maximum of three months' salary.
(f) Benefit of gratuity
scheme as per the rules of the company, if any, and applicable which should not
exceed fifteen days' salary for each of the completed year of service.
(g) Benefit of provident and
superannuation funds contributions as per the rules of the company as
applicable to other senior officers subject to the condition that the company's
contribution to the said funds together shall not exceed the limit allowed
under the Income-tax Act, 1961, which is at present 25 per cent of
the salary and dearness allowance.
(h) Personal accident
insurance of an amount, the premium on which should not exceed Rs. 15,000/-
per annum.
(i) Free telephone facility
at residence.
3. Re-imbursement of
entertainment and incidental expenses up to a ceiling of Rs. 1000/- per
month actually and properly incurred for the business of the company.
Except Mr ..... no other Director of the company is
concerned or interested in the aforesaid resolution and your Board recommends
your accord to the proposal in the interest of the company.
Modification in the provision of Articles for appointment of
Managing Director
X Y Z Limited
Registered Office
NOTICE
Notice is hereby given under
section 640-B of the Companies Act, 1956 that the Company intends to make
an application to the Central Government under Section 268 of the said Act, for
the deletion of existing Article 123 of its Articles of Association and
substitution of it with a new Article modifying the procedure to be adopted for
appointment of any Director or Directors as Managing Directors(s) of the
Company.
Place: By
order of the Board
Date: Company
Secretary
Section 640-13-Publication of
General Notice in newspapers
Before any application is made by a company to the Central Government under sections 269, 310 and 311 of the Act there shall be issued by or on behalf of the company a general notice to the members thereof, indicating the nature of the application proposed to be made. Such notice shall be published at least once in a newspaper in the principal language of the district in which the registered office of the company is situate and circulating in that district and at least once in English in an English newspaper circulating in that district. Copies of the notices, together with a certificate by the Company as to the due publication thereof, shall be attached to the application.
Compliance Certificate (S. 383-A(l)
proviso)
Companies having paid-up
share capital of less than Rs. 2 Crores but equal to or more than Rs. 10 lakhs
are required to obtain a Compliance Certificate from a secretary in whole-time
practice to be filed with the Registrar of Companies mentioning therein inter
alia that the appointment of managing director/whole-time
director/manager has been made in compliance with the provisions of section 269
read with Schedule XII to the Act and approval of the Central Government has
been obtained in respect of the appointment not being in terms of Schedule
XIII, as per paragraph 15 of the Form of Compliance Certificate appended to the
Companies (Compliance Certificate) Rules, 2001.
Application to the Central Government for approval to the
appointment of Managing Director
TO
The Secretary
Dear Sir,
Sub:
Application for appointment of Managing Director
Pursuant to the provisions
contained in Section 269 of the Companies Act, 1956, we are submitting the
application in Form No. 25-A to the Companies (Central Government's)
General Rules and Forms for your approval to the appointment of Shri ___as
Managing Director of the company for a period of five years effective from
___to ___
As will be observed from the
enclosed application, Shri __ is a
technocrat having experience of fifteen years in the leather Industry holding
top managerial position. It will be worthwhile to mention that in view of his rich
experience he will be the best choice and right person to hold the position of
Managing Director of the Company. The remuneration payable to Shri ___has been
fixed at Rs ____ as per details set
out in the application enclosed. The proposal has been duly approved by the
shareholders at their Extraordinary General Meeting held on ____
Since the remuneration
proposed to be paid to Shri ____is not in accordance with the conditions
stipulated in Schedule XIII to the Companies Act,1956, the approval of the
Central Government is requested.
We enclose the following for
kind perusal:
(1) Application in Form 25A duly filled in and completed in all
respects
(2) Certified true copy of the Memorandum and Articles of
Association.
(3) Certified true copies of
the Annual Accounts together with directors' and auditor's report for the last
five financial years.
(4) Certified true copies of the resolution of Board/Shareholders'
Meeting.
(5) Certified true copy of newspaper clipping of notices published
under Section 640B in original.
(6) Challan No ..................... dated ................ for
Rs ......... evidencing payment of
application fee.
We shall feel highly obliged
if your approval is conveyed to us at an early date.
Thanking you
Yours faithfully
For XYZ Limited
SECRETARY
Encls. As above
Forwarding a copy of application for appointment of
Managing Director
To
The Registrar of Companies,
Dear Sir, ,
We are forwarding the copy
of the application together with its enclosure submitted by us to the Central
Government in Form 25A of the Companies (Central Government's) General Rules
and Forms, 1956 for approval to the appointment of Shri ____as Managing
Director of the Company for a period of five years effective from ____for your
perusal.
Thanking you
Yours faithfully
Secretary
Dated :____
Payment of remuneration to all Managing/whole-time
Director in uniform basis (Another format)
RUSHABH
MANAGEMENT & INFOSYS
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at Dhantoli, Nagpur 440 012,on ___the___2003 at____
a.m./p.m. to consider and, if thought fit, to pass with or without modification
the following resolutions as Ordinary Resolutions:
"RESOLVED that all
resolutions relating to remuneration of the Directors previously passed by the
members earlier be and are hereby revoked.
RESOLVED FURTHER that
subject to the compliance of the provisions of sections 198 and 309 of the
Companies Act, 1956, read with Schedule XIII and any limits or guidelines
introduced by the Central Government, each Director of the company, for the
time being, employed as a Managing and/or Whole-time Director of the
Company, shall be entitled to the remuneration as follows:
(a) A salary of Rs. 2,25,000/- per month.
(b) If a Director is an expatriate, an annual overseas allowance
of 25 per cent of salary.
(c) Annual commission of 25 per cent of
salary subject to a maximum of one per cent of the net profits of the company
for the year in respect of which the commission is paid.
(d) The contribution by the company to
provident and pension funds for his benefit of an amount not exceeding 25 per
cent of his basic salary.
(e) The payment to him on his retirement or
in the event of his earlier death to his estate, for each completed year of
service with the company of an amount equal to half of his monthly salary
immediately prior to his retirement or death.
(f) The provisions by the company of a
partly furnished residential accommodation with facilities like repairs,
painting and maintenance.
(g) The re-imbursement of all medical expenses incurred by
him for himself, his wife and their dependent children.
(h) For an Indian national, provision for
travel expenses for not more than the journey each year to any place within
India and return for him, his wife and their dependent children for the purpose
of annual leave.
(i) For
an expatriate, provision for the first class air or sea fare for one visit each
year to his home country and return, for him, his wife and their dependent
children.
(j) Leave with full pay and allowance for
one month in a year or 1/11 of the period of service, as the case may be, with
a right to accumulate up to a period of two months leave and otherwise in
accordance with the rules applicable to the senior officers of the company.
(k) Free use of a telephone at his residence.
(1) Provision by the company for free use of a car with driver.
(m) Provision for the payment by the company
of the entrance fees and monthly subscriptions to not more than two clubs.
(n) Payment by the company of annual premium not exceeding Rs.
2,000/- for a personal accident insurance policy.
(o) All other terms or privileges or
facilities shall be in accordance with the standard rules of the company
applicable to the senior officers of the company."
BY
ORDER OF THE BOARD
(XYZ)
Secretary.
Dated the ___2003
NOTES: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of
the special business set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Act
Your company is run by a
team of professional experts in each field of discipline, that is, production,
finance, marketing, etc. Besides the company has made enormous strides in
research and development for the purpose of introducing new products, as well
as for the improvement of the products under the manufacturing line of the company.
Each of the above departments is headed by a Whole-time Executive
Director. The company followed a policy of payment of remuneration to the whole-time
Directors on the basis of individual contracts but your Board feels that there
should be a uniform norm of remuneration to any of the Managing/Whole-time
Directors within the limits of the provisions made under sections 198 and 309
of the Companies Act, 1956. Although your Directors feel that the profit-making
capacity of the company being substantial, it will be possible to pay within
the ceiling enunciated under the aforesaid sections, your Directors feel it
desirable that such standard remuneration should be within the bound of the
maximum remuneration, within the limits as laid down in the guidelines
formulated by the Central Government.
With the introduction of the
standard and uniform remuneration, your Directors feel that there would be
proper recognition of the contributions of each of the Managing/Whole-time
Directors who devotes his whole attention for the uplift and prosperity of the
company.
Pursuant to the provisions
of section 198, a company may pay remuneration to its Directors (managerial
remuneration) within the limit of eleven per cent of the net profits of the
company for that financial year including the remuneration payable to other
managerial personnel with the approval of the company in General Meeting. Your
Directors feel that in no financial year of the company there will be
inadequacy of profit warranting the company to seek approval of the Central
Government to remunerate the managerial personnel of the company.
Within the limits of the
scale as embodied above, your company proposes to pay the Managing/Whole-time
Directors remuneration on a monthly basis and as may become payable under
section 309 and the rules of the company.
All the Whole-time/Managing
Directors are interested in the proposed resolution as it concerns their
remuneration for the services rendered. In the interest of the efficient
management of the company, your Board of Directors recommends your approval to
the above resolution.
Time limit for ordinary Directors
The point worth noting here
is that while in the case, of a Managing Director, section 317 restricts the
period for which he may be appointed at a time, to five years, their is no such
restriction on the appointment of an ordinary Director, so that he may be
appointed for a longer period without the necessary renewal every five years,
provided, however, that his office of directorship is not one subject to
retirement by rotation. Provided further that the appointment of the Managing
Director is in accordance with the provisions of section 269 read with Part I
of Schedule XIII.
In case the conditions
prescribed in Schedule XIII are not satisfied, approval of the Central
Government will be necessary for which an application in the prescribed form
shall have to be made after publishing necessary notices in newspapers pursuant
to the provisions of section 640B. The application to the Central Government shall
be made within ninety days of the date of such appointment and where the
appointment is not approved, the appointee shall cease to hold office from the
date the communication to this effect is received by the company.
RUSHABH MANAGEMENT & INFOSYS
NOTICE
Notice is hereby given that an Extraordinary General
Meeting of the Company will be held at the registered office of the Company at
301 Pitru Ashirwad Anand 388001 ___on____the___2003 at__ AM/PM to consider and,
if thought fit, to pass with or without modification the following resolution
as a
Special Resolution:
RESOLVED that pursuant to section 269 of the Companies Act, 1956 read with Schedule XIII Part I(c)(i) Shri ABC be and is hereby appointed as the Managing Director of the Company for a period of five years from ___2003 to___ 2006 although he has not completed the age of twenty five years but he has attained the age of majority, who shall be entitled to the remuneration as follows subject to the limit provided in sections 198 and 309 of the Companies Act 1956:
(a) salary of Rs. 2,00,000/- per month;
(b) contribution to provident fund '
superannuation fund or annuity fund to the extent these either singly or put
together are not taxable under the Income Tax Act, 1961; gratuity payable at a
rate not exceeding half a month salary for each completed year of service;
(d) encashment of leave at the end of the tenure;
(e) the provision by the Company of a
furnished residential accommodation with facilities like repairs, painting and
maintenance;
(f) free use of a telephone at his official residence;
(g) provision by the Company for a free use of a car with
driver;
(h) provision for the payment by the Company
of the entrance fees and monthly subscriptions to not more than two clubs;
(i) payment by the Company of annual premium not exceeding Rs.
3,000/for a personal accident insurance policy;
all other terms of
privileges or facilities will be provided to him in accordance with the
standard rules of the Company applicable to the senior executives of the
Company.
BY ORDER OF THE BOARD
Dated ..... the ….2003
Secretary
NOTES: 1.A member entitled
to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of
the special business set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Companies Act, 1956
Shri ABC is a highly technically qualified person having foreign degrees such as___ in the field of operations relating to the Company's business. Although he has not attained the age of twenty five years he is at present twenty one years having attained the age of majority and as per Schedule XIII Part I (c)(i), such person can be appointed as the Managing Director of the Company if his appointment is approved by you by passing a special resolution.
The Board of Directors hopes
that the Company will be greatly benefited by his services so much valuable for
the Company's proper day to day operations and smooth running of the business.
Shri ABC is not only technically qualified but his expertise in the field of
business in which your Company is presently engaged in will not only add to the
enhancement of the business opportunities of your Company but will also enhance
the profits of your Company.
None of the Directors of
your Company are interested in or concerned in the aforesaid special resolution
except Shri ABC
Your Directors recommend the passing of the aforesaid special resolution by you.
Appointment of Managing or Whole-Time
Director or
Manager who has
attained the age of seventy years
Section 269/Schedule XIII Part I(c)(i)-Notice of general meeting for appointment of Managing/Whole-time Director or Manager who has attained the age of seventy years.
RUSHABH MANAGEMENT & INFOSYS
NOTICE
Notice is hereby given that
an Extraordinary General Meeting of the Company will be held at the registered
office of the Company at 301 Pitru Ashirwad Anand 388001 on____the___2003 at____ A.M/P.M to consider
and, if thought fit, to pass with or without modification the following
resolution as a
Special Resolution:
RESOLVED that pursuant to
section 269 of the Companies Act, 1956 read with Schedule XIII Part I(c)(i)
Shri ABC be and is hereby appointed as the Managing Director of the Company for
a period of five years from ___2003
to___2006 although he has attained the age of seventy years and shall be
entitled to the remuneration as follows subject to the limit provided in
sections 198 and 309 of the Companies
Act 1956:
(a) salary of Rs. 2,00,000/- per month;
(b) contribution to provident fund, super
annuation fund or annuity fund to the extent these either singly or put
together are not taxable under the Income Tax Act, 1961;
(c) gratuity payable at a rate not exceeding half a month salary
for each completed year of service;
(d) encashment of leave at the end of the tenure;
(e) the provision by the Company of a
furnished residential accommodation with facilities like repairs, painting and
maintenance;
(f) free use of a telephone at his official residence;
(g) provision by the Company for a free use of a car with
driver;
(h) provision for the payment by the Company
of the entrance fees and monthly subscriptions not more than two clubs;
(i) payment by the Company of annual premium not exceeding Rs.
3,000/- for a personal accident insurance policy;
all other terms of
privileges or facilities will be provided to him in accordance with the
standard rules of the Company applicable to the senior executives of the
Company.
BY
ORDER OF THE BOARD
Dated ..... the ............. 2003
Secretary
NOTES: 1.A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the company.
2.The relative Explanatory
Statement, pursuant to section 173(2) of the Companies Act, 1956, in respect of
the special business set out above is annexed hereto.
Explanatory Statement pursuant to section 173(2) of
the Companies Act, 1956
Shri ………ABC is a highly
technically qualified person having foreign degrees such as in the field of
operations relating to the Company's business. Shri ……… ABC also has vast
experience and has held many high and important positions as in Although he has
attained the age of seventy years as per Schedule XIII Part I (c)(i), such
person can be appointed as the Managing Director of the Company if his appointment is approved by you by
passing a special resolution.
The Board of Directors hopes
that the Company will be greatly benefited by his services so much valuable for
the Company's proper day to day operations and smooth running of the business.
Shri ………ABC is not only technically
qualified but his expertise in the field of business in which your Company is presently
engaged in will not only add to the enhancement of the business opportunities
of your Company but will also enhance the profits of your Company.
None of the Directors of
your Company are interested in or concerned in the aforesaid special resolution
except Shri ABC
Your Directors recommend the
passing of the aforesaid special resolution by you.
(See sections 198, 269, 310 and 311)
Conditions to be fulfilled
for the appointment of a Managing or Whole-time Director or a Manager without
the approval of the Central Government.
PART I
No person shall be eligible
for appointment as a managing or whole-time director or a manager
(hereinafter referred to as managerial person) of a company unless he satisfies
the following conditions, namely
(a) he had not been
sentenced to imprisonment for any period, or to a fine exceeding one thousand
rupees, for the conviction of an offence under any of the following Acts,
namely:
(i) the Indian Stamp Act,
1899 (2 of 1899),
(ii) the Central Excises and
Salt Act, 1944 (1 of 1944),
(iii) the Industries
(Development and Regulation) Act, 195 1 (65 of 195 1),
(iv) the Prevention of Food
Adulteration Act, 1954 (37 of 1954),
(v) the Essential
Commodities Act, 1955 (10 of 1955),
(vi) the Companies Act, 1956
(1 of 1956),
(vii) the Securities
Contracts (Regulation) Act, 1956 (42 of 1956),
(viii) the Wealth-tax
Act, 1957 (27 of 1957),
(ix) the Income-tax
Act, 1961 (43 of 1961),
(x) the Customs Act, 1962
(52 of 1962),
(xi) the Monopolies and
Restrictive Trade Practices Act, 1969 (54 of 1969),
(xii) the Foreign Exchange
Regulation Act, 1973 (46 of 1973),
(xiii) the Sick Industrial
Companies (Special Provisions) Act, 1985 (1 of 1986),
(xiv) the Securities and
Exchange Board of India Act, 1992 (15 of 1992),
(xv) the Foreign Trade
(Development and Regulation) Act, 1992 (22 of 1992);
(b) he had not been detained
for any period under the Conservation of Foreign Exchange and Prevention of
Smuggling Activities Act, 1974 (52 of 1974):
Provided that where the
Central Government has given its approval to the appointment of a person
convicted or detained under sub-paragraph (a) or sub-paragraph (b),
as the case may be, no further approval of the Central Government shall be
necessary for the subsequent appointment of that person if he had not been so
convicted or detained subsequent to such approval;
(c) he has not completed the
age of 25 years and has not attained the age of 70 years:
Provided that where
(i) he has not completed the
age of 25 years, but has attained the age of majority; or
(ii) he has attained the age
of 70 years; and
where his appointment is
approved by a special resolution passed by the company in general meeting, no
further approval of the Central Government shall be necessary for such appointment;
(d) where he is managerial
person in more than one company, he draws remuneration from one or more
companies subject to the ceiling provided in section III of Part II
(e) he is resident in India.
Explanation: For the purpose
of this Schedule, resident in India includes a person who has been staying in
India for a continuous period of not less than twelve months immediately
preceding the date of his appointment as a managerial person and who has come
to stay in India,
(i) for taking up employment
in India, or
(ii) for carrying on a
business or vocation in India.
PART II
REMUNERATION
Subject to the provisions of
section 198 and section 309, a company having profits in a financial year may
pay any remuneration by way of salary, dearness allowance, perquisites,
commission and other allowances, which shall not exceed five per cent of its
net profits for one such managerial person, and if there is more than one such
managerial person, ten per cent for all of them together.
"Section II.-Remuneration payable by companies having no
profits or
inadequate profits
[I. Notwithstanding anything
contained in this Part, where in any financial year during the currency of
tenure of the managerial person a company has no profits or its profits are
inadequate, it may pay remuneration to a managerial person by way of salary,
dearness allowance, perquisites and any other allowances,
(A) not exceeding ceiling
limit of Rs. 24,00,000 per annum or Rs. 2,00,000 per month calculated on the
following scale:
Where the effective capital
of Company is- Monthly
remuneration
payable
shall not exceed (Rupees)
(i) less than rupees 1 crore 75,000/
(ii) rupees 1 crore or more
but less than rupees 5 crores 1,00,000/
(iii) rupees 5 crores or
more but less than rupees 25 crores 1,25,000/
(iv) rupees 25 crores or
more but less than rupees 50 crores 1,50,000/
(v) rupees 50 crores or more
but less than rupees 100 crores 1,75,000/
(vi) rupees 100 crores or
more 2,00,000/
Provided that the ceiling
limits specified under this sub-paragraph shall apply, if
(i) payment of remuneration
is approved by a resolution passed by the Remuneration Committee.
(ii) the company has not
made any default in repayment of any of its debts (including public deposits)
or debentures or interest payable thereon for a continuous period of thirty
days in the preceding financial year before the date of appointment of such
managerial person.
(B) not exceeding the
ceiling limit of Rs. 48,00,000 per annum or Rs. 4,00,000 per month calculated
on the following scale:
Where the effective capital
of Company is- Monthly
remuneration
payable
shall not exceed (Rupees)
(i) less than rupees 1 crore 1,50,000/
(ii) rupees 1crore or more
but less than rupees 5 crores 2,00,000/
(iii) rupees 5 crores or
more but less than rupees 25 crores 2,50,000/
(iv) rupees 25 crores or
more but less than rupees 50 crores 3,00,000/
(v) rupees 50 crores or more
but less than rupees 100 crores, 3,50,000/
(vi) rupees 100 crores or
more 4,00,000/
Provided that the ceiling
limits specified under this sub-paragraph shall apply, if
(i) payment of remuneration
is approved by a resolution passed by the Remuneration Committee.
(ii) the company has not
made any default in repayment of any of its debts (including public deposits)
or debentures or interest payable thereon for a continuous period of thirty
days in the preceding financial year before the date of appointment of such
managerial person.
(iii) a special resolution
has been passed at the general meeting of the company for payment of
remuneration for a period not exceeding three years;
(iv) a statement along with
a notice calling the general meeting referred to in clause (iii) is given to
the shareholders containing the following information, namely,
I. General Information:
(1) Nature of industry
(2) Date or expected date of
commencement of commercial production
(3) In case of new
companies, expected date of commencement of activities as per project approved
by financial institutions appearing in the prospectus
(4) Financial performance
based on given indicators
(5) Export performance and
net foreign exchange collaborations
(6) Foreign investments or collaborators, if any.
II. Information about the appointee:
(1) Background details
(2) Past remuneration
(3) Recognition or awards
(4) Job profile and his
suitability
(5) Remuneration proposed
(6) Comparative remuneration
profile with respect to industry, size of the company, profile of the position
and person (in case of expatriates the relevant details would be w.e.f. the
country of his origin)
(7) Pecuniary relationship
directly or indirectly with the company, or relationship with the managerial
personnel, if any.
III. Other information :
(1) Reasons of loss or
inadequate profits
(2) Steps taken or proposed
to be taken for improvement
(3) Expected increase in
productivity and profits in measurable terms.
IV. Disclosures :
(1) The shareholders of the
company shall be informed of the remuneration package of the managerial person.
(2) The following
disclosures shall be mentioned in the Board of Director's report under the
heading "Corporate Governance", if any, attached to the annual report
(i)All elements of
remuneration package such as salary, benefits, bonuses, stock options, pension
etc. of all the directors;
(ii)Details of fixed
component and performance linked incentives along with the performance
criteria;
(iii)Service contracts,
notice period, severance fees;
(iv)Stock option details, if
any, and whether the same has been issued at a discount as well as the period
over which accrued and over which exercisable.
(C) exceeding the ceiling
limit of Rs. 48,00,000 per annum or Rs. 4,00,000 per month calculated on the
following scale:
Where the effective capital
of Company is- Monthly remuneration payable exceeds (Rupees)
(i) less than rupees 1 crore 1,50,000/
(ii) rupees 1 crore or more
but less than rupees 5 crores 2,00,000/
(iii) rupees 5 crores or
more but less than rupees 25 crores 2,50,000/
(iv) rupees 25 crores or
more but less than rupees 50 crores 3,00,000/
(v) rupees 50 crores or more
but less than rupees 100 crores 3,50,000/
(vi) rupees 100 crores or
more 4,00,000/
Provided that the ceiling limits
specified under this sub-paragraph shall apply, if
(i) payment of remuneration
is approved by a resolution passed by the Remuneration Committee.
(ii)the company has not made
any default in repayment of any of its debts (including public deposits) or
debentures or interest payable thereon for a continuous period of thirty days
in the preceding financial year before the date of appointment of such
managerial person.
(iii)a special resolution
has been passed at the general meeting of the company for payment of
remuneration for a period not exceeding three years;
(iv)a statement along with a
notice calling the general meeting referred to in clause (iii) is given to the
shareholders containing the following information, namely,
(D) not exceeding Rs 2,40,00,000
per annum or Rs. 20,00,000 per month in respect of companies in Special
Economic Zones as notified by Department of Commerce from time to time:
Provided that these
companies have not raised any money by public issue of shares or debentures in
India:
Provided further that such
companies have not made any default in India in repayment of any of its debts
(including public deposits or debentures or interest payable thereon for a
continuous period of thirty days in any financial year."
I. General Information:
(1) Nature of industry
(2) Date or expected date of
commencement of commercial production
(3) In case of new
companies, expected date of commencement of activities as per project approved
by financial institutions appearing in
the prospectus
(4) Financial performance
based on given indicators
(5) Export performance and
net foreign exchange collaborations
(6) Foreign investments or
collaborators, if any.
II. Information about the appointee:
(1) Background details
(2) Past remuneration
(3) Recognition or awards
(4) Job profile and his
suitability
(5) Remuneration proposed
(6) Comparative remuneration
profile with respect to industry, size of the company, profile of the position
and person (in case of expatriates the relevant details would be w.e.f. the
country of his origin)
(7) Pecuniary relationship
directly or indirectly with the company, or relationship with the managerial
personnel, if any.
III. Other information :
(1) Reasons of loss or
inadequate profits
(2) Steps taken or proposed
to be taken for improvement
(3) Expected increase in productivity and profits in measurable terms.
IV. Disclosures :
(1) The shareholders of the
company shall be informed of the remuneration package of the managerial person
(2) The following
disclosures shall be mentioned in the Board of director's report under the
heading "Corporate Governance", if any, attached to the annual report
(i)All elements of
remuneration package such as salary, benefits, bonuses, stock options, pension
etc. of all the directors;
(ii)Details of fixed
component and performance linked incentives along with the performance
criteria;
(iii)Service contracts,
notice period, severance fees;
(iv)Stock option details, if
any, and whether the same has been issued at a discount as well as the period
over which accrued and over which exercisable.
Provided further that the
conditions specified in sub-paragraph (C) shall apply in the case the
effective capital of the company is negative.
Provided also that the prior
approval of the Central Government is obtained for payment of remuneration on
the above scale.]
2. A managerial person shall
also be eligible to the following perquisites which shall not be included in
the computation of the ceiling on remuneration specified in paragraph I of this
Section:
(a) contribution to
provident fund, superannuation fund or annuity fund to the extent these either
singly or put together are not taxable under the Income-tax Act, 1961,
(b) gratuity payable at a
rate not exceeding half a month's salary for each completed year of service,
and
(c) encashment of leave at
the end of the tenure.
In addition to the
perquisites specified in paragraph 2 of this Section, an expatriate managerial
person (including a non-resident Indian) shall be eligible to the
following perquisites which shall not be included in the computation of the
ceiling on remuneration specified in paragraph I of this Section:
(a)Children's education
allowance.-In case of children studying in or outside India, an allowance
limited to a maximum of Rs. 5,000/- per month per child or actual
expenses incurred, whichever is less. Such allowance is admissible up to a
maximum of two children.
(b) Holiday passage for
children studying outside India/family staying abroad.-Return holiday
passage once in a year by economy class or once in two years by first class to
children and to the members of the family from the place of their study or stay
abroad to India if they are not residing in India with the managerial person,
(c) Leave travel concession.-Return
passage for self and family in accordance with the rules specified by the
company where it is proposed that the leave be spent in home country instead of
anywhere in India.
Explanation I-For the
purposes of Section II of this Part, 'effective capital' means the aggregate of
the paid-up share capital (excluding share application money or advances
against shares); amount, if any, for the time being standing to the credit of
share premium account; reserves and surplus (excluding revaluation reserve);
long-term loans and deposits repayable after one year (excluding working
capital loans, over-drafts, interest during loans unless funded, bank
guarantee etc., and other short-term arrangements) as reduced by the
aggregate of any investments (except in the case of investment by an investment
company whose principal business is acquisition of shares, stock debentures or
other securities), accumulated losses and preliminary expenses not written off.
Explanation II.-(a)
Where the appointment of the managerial person is made in the year in which
company has been incorporated, the effective capital shall be calculated as on
the date of such appointment;
(b) In any other case, the
effective capital shall be calculated as on the last date of the financial year
preceding the financial year in which the appointment of the managerial person
is made.
Explanation III.-For
the purposes of Section II of this Part family means the spouse, dependent
children and dependent parents of the managerial person.
Explanation IV.-For
the purposes of this section, "Remuneration Committee" means that a
committee which consists of at least three non-executive independent
directors including nominee director or nominee directors, if any.
Explanation V.-For the
purposes of this clause, the Remuneration Committee while approving the
remuneration under this section, shall,
(a)take into account,
financial position of the company, trend in the industry, appointee's
qualification, experience, past performance, past remuneration etc.
(b) be in a position to
bring about objectivity in determining the remuneration package while striking
a balance between the interest of the company and the shareholders.
Explanation VI.-For
the purposes of Paragraph 1, "negative effective capital" means the
effective capital which is calculated:
(a) in accordance with the provisions contained in Explanation I of
this Part;
(b)less than zero].
Subject to the provisions of
Section I and II, a managerial person shall draw remuneration from one or both
companies, provided that the total remuneration drawn from the companies does
not exceed the higher maximum limit admissible from any one of the companies of
which he is a managerial person."
PART III
PROVISIONS APPLICABLE TO PARTS I AND II OF THIS
1. The appointment and
remuneration referred to in Parts I and II of this Schedule shall be subject to
approval by a resolution of the shareholders in general meeting.
2. The auditor or the
Secretary of the company or where the company has not appointed a secretary, a
secretary in whole-time practice shall certify that the requirement of
this schedule have been complied with and such certificate shall be
incorporated in the return filed with the Registrar under sub-section (2)
of section 269.]