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REGISTERED No. D-(D)-72

The Gazette of India

EXTRAORDINARY

PART II—Section 3—Sub-section (i)

PUBLISHED BY AUTHORITY

No. 109] NEW DELHI, WEDNESDAY, MARCH 24, 1976/CHAITRA 4, 1898

Separate paying is given to this Part in order that it may be filed

as a separate compilation

MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS

(Department of Company Affairs)

NOTIFICATION

New Delhi, the 23rd March 1976

G.S.R. 248(E).—In exercise of the powers conferred by clauses (a) and (b)] of sub-section (1) of section 642 of the Companies Act, 1956 (1 of 1956) and all other powers hereunto enabling, the Central Government hereby makes the follow- ing rules further to amend the Companies (Central Government's) General Rules and Forms, 1956, namely:—

1. These rules may be called the Companies (Central Government's) General Rules and Forms (Second Amendment) Rules, 1976,

(859)

2. In Annexure 'A' to the Companies (Central Government's) General Rules and Forms, 1956,—

(1) for Form No, 25A the following Form shall be substituted, namely;—

FORM No. 23A "Registration No. of Company Nominal Capital Rs,

THE COMPANIES ACT, 1956 FORM OF APPLICATION TO THE CENTRAL GOVERNMENT FOR APPROVAL OF APPOINTMENT^ RE-AFI'OINIMENT AND REMUNERATION I'AYABLE 1O MANAGING/ WHOLE-TIME DIRECTOR (s) OH MANAGER. Pursuant to Sections 269, 311 and 388

1. (a) Name of Company:

(b) Address of its registered office: (c) Datt of its registration:

2. Main Business: 3. Details of the capital structure of the

company:

4. Particulars of shares held by foreigners or proposed to be issued to foreigners, if any:

5. Nature and form of the existing manage-

jnent;

(i) Is the Company managed by (a) Board of Directors? (b) Managing/Whole-time Direc-

tors?

(c) Manager?

Give full details indicating the date from which the arrangement has been at work.

(11) Particulars of remuneration payable to Managing/Whole-time Director/ Manager.

(iii) Nature of services rendered by the Managing/Whole-time Director/ Manager.

(iv) Particulars of commission, allow- ances, fees, salaries and perquisites, if any, payable to Director (s) not indicated against sub-item (ii) above.

6. Proposal for which Central Government's approval is sought and the reasons therefor, 7. Particulars of remuneration payable to proposed Managing/Whole-time Director/ Manager.

Proposed to be paid by the applicant Company

Payable by other companies (if any)

Rs.

RS.

(1) Salary

(v) Perquisites and their money value;

and

(vi) For other services or in any other capacity e.g. jiuarantee commission, consultancy or professional charges (give details of services rendered or capacity held)

8. Consideration on which the proposed

remuneration has been fixed.

9. Direct and indirect interest of Directors, Manager in selling/buying agencies, Distri- butors, if any (Give full particulars indicat- ing the financial benefit derived during the last three years and names of Directors con- cerned) .

10. Details of remuneration payable to any relative of Managing/Whole-time Director.

11. (i) Do the Articles of Association pro- vide for the appointment of managing/whole- time director/manager (Give reference to them): if not, please indicate in full detail, the authority under which the proposed ap- pointments are to be made.

(ii) Has the proposal, for which Govern-

ment's approval has been sought, been ap- proved by the Board of directors of the com- pany or by the company in general meet- fog?

(iii) If the proposal involves any increase In the number of managing or whole-time directors or if the proposal is initially to appoint more than one managing or whole- time director, the full reasons justifying the same and also the divfsion of duties and responsibilities between the managing/whole, time directors should be furnished.

(iv) The names of newspapers in which the notices under Section 640B have been published alongwith the dates thereof.

12. If the proposed Managing/Whole-time Director/Manager was previously under the employment of the company, particulars of the post held by him and remuneration drawn by him during the last three years,

13. Nature of services to be rendered by the Managing/Whole-time Director/Manager as such for which the remuneration proposed above is to be paid.

14. Whether the Managing/Whole-time Director suffers from any of the disqualifica- tions mentioned in Section 267/385 of the Companies Act, 1956.

15. Is the proposed Managing/Whole-time

Director/Manager working in any other Company as Managing/Whole-time Director/ Employee; if s°, given details indicating the remuneration drawn by him during the last "three years.

16. Was the proposed Managing/Whole- •tline Director/Manager Involved at any time in proceedings under any of the following

Acts or is any such proceeding pending?

(1) The Indian Stamps Act, 1899 (2 of

1899)

ill) The Central Excises and Salt Act

1944 (1 of 1944)

(iii) The Imports and Exports (Control)

Act. 1947 (18 of 1947)

(Iv) The Prevention of Food Adultera-

tion Act, 1954 (37 of 1954)

(v) The Essential Commodities Act, 1955

(10 of 1955)

(vi) The Companies Act, 1956 (1 of

1956)

(vii) The Wqalth-Tax Act, 1957 (27 of

1957)

(viil) The Inconje-tax Act, 1961 (43 of

1961)

(ix) The Customs Act, 1962 (52 of 1962) 00 The Gold Control Act, 1968 (45 of

1968)

(xi) The Foreign Exchange Regulation

Act, 1973 (46 of 1973)

17. Effective Capital on — — (date of

last Balance Sheet) Bs.

(i) Paid-up Capital: (11) Share premium; (iii) Reserves & Surplus (Annex details): (iv) Long-term loans (including deposits

received, if any):

(a) Secured (b) Unsecured

Less: Investment *—

Leas: Accumulated losses

and preliminary expenses not written off: Effective Capital: —

Declaration.—To the beaf" of my/our knowledge and belief, the information given in this application and its annexures Is cor- rect and complete.

Signature. Designation.

Bate:

NOTES 1.—This form should be accompanied by the Annexures as per list given below.

2. Where minimum remuneration is payable to Managing/Whole-time Director/ Manager by the company, an application in Form No. 25C should also be submitted. LIST OF ANNEXURES

I. Details regarding Directors/Manager (These should be Riven in the form given below).

II. Particulars including age, qualification and experience of Director/Manager for whose appointment/re-appointment/remuneration approval is sought. Tho nationality of the proposed appointee may also be indicated.

III. A copy of the existing and/or proposed agreement, if any.

IV. Copy of the resolution of the Board/General Body.

V. In case of re-appointment, copy of the earlier order of approval. VI. Articles of association, (one copy) revised up-to-date, marking the relevant article or the authority under which the appointment is rnade.

VII. Names and dates of newspapers in which the notices were published as required under section 640B of the Act—Certified copy or newspaper clipping to be attached. VTII. A copy each of the annual accounts of the company for the last three preceding years.

IX. In case no business/production has commenced or accounts not audited, furnish the following: —

(i) Copy of prospectus, if any; (ii) Particulars of Capital proposed; (iii) Amount of long, term loans and sources of such loans; (iv) Expected date of commencement of production/business; (v) Estimated turnover and profits for the next three years;

(vi) Details of Industrial Licence, if any; (vii) Extent of foreign collaboration, if any,

X Treasury challan in token of payment of fee pursuant to the Companies (Fees on Applications) Bules, 1968.

DETAILS OF DIRECTORS AND MANAGERS

' Remuneration Propc )scd changes s .

any

Number of

shares held

Nmi? Nationality Other director- ship^) officers)

Ho.

\mount Nature

held

(State Salary, Commission, fees etc. as the case may be)

Director (indicate whether mar aging or wholetim? director)

Manager

(ii) for Form No. 25C, the following Form shall be substituted, namely: —

" Registration No. of Company——. FORM NO. 23C

Nominal Capital Rs. • •

THE COMPANIES ACT, 1936

FORM OF APPLICATION TO THE CENTRAL GOVERNMENT FOR. APPROVAL TO PAYMENT or M I N I M UM REMUNERATION TO OR REMUNERATION IN EXCESS OP THE LIMITS PRESCRIBED TTND1ER SECTION 3 0 9 { 3) TO M A N A G I N G / W H O L E - T I ME

DIRECTOR/MANAGER,

Pursuant to Sections 198(4) and 309(3)/387

I¹. Name of the company together with its address of registered office, date of in- corporation and Its principal business.

2. Details of the existing capital structure

of the company.

3. r(a) The proposal for which Central Government's approval is sought and the reasons therefor. (b) Was the appointment ol Managing Director/Whole-time Director/Manager made with the approval of the Central Government? If ao Indicate the number and date of sanction of Government? (c) Particulars of remuneration for other services or in any other capacity e.g. guarantee commission, consultancy or professional charges payable to the Managing Director/Whole-time Direc- tor/Manager by the applicant company Or other companies.

4. Nature of the form of management:— '(1) la the Company managed to

(a) Board of Directors? (b) Managing Director(s)? (c) Whole-time Director(s)? (d) Manager? [Give full details]

(il) Date of appointment of the Mana- ging Dlrector/Whole-time Direc- tor/Manager and the tenure for which he wa3 appointed as such. (iii) Particulars about remuneration including bonus, commission, salary, and perquisites payable to Managing/whole-time Direc- tor/Manager,

(iv) Nature of services rendered by Managing/Whole-time Director/ Manager as such for which the remuneration mentioned above is being paid.

(v) The names of Directors and extent of their shareholdings in the Com- pany.

(vi) Particulars of commission, allow- ances and fees or salaries and perquisites payable to directors.

5 Particulars of shares held by foreigners "or Proposed to be issued to foreigners,

if any.

6 Interests of Director/Manager, whether directly or indirectly, in selling/buying agencies or Distributors, if any, (Give fuU particulars indicating the financial benefit derived during the last three years and the names of Directors con~ cemed).

7. Has the proposal, for which Govern- ment's approval kas been sought, been approved by the Board of Directors/ General body, it so, a copy of the reso- lution should be furnished.

8. la the proposed Managing/Whole-tlme Director/Managed working m any other company as Managlng/Whole-time Director/Employee; If so., give details indicating the remuneration drawn by him during the last three years.

8. Was the proposed Managing/Whole- time Director/ Manager involved at any time in proceedings under any of the following Acts; or is any such proceed- IXLa pending?

(1) The Indian Stamps Act, 1899 (2 of

18092.

(ii) The Central Excises and Salt Act,

1944 (l of 1944).

(Hi) The Imports and Exports Control

Act, 1947 (18 of 1947).

(iv) The Prevention of Food Adultera- tion Act, 1954 (37 of 1954). (v) The Essential Commodities Act,

1055 (10 of 1955).

'(vi) The Companies Act, 1956 (1 of

1956).

(vii) The Wealth Tax Act, 1957 (27 of

1957).

'(vili) The Income-tax Act, 1961 (43 of

1961).

(ix) The Customs Act, 1962 (52 of 1062).

(x) The Gold Control Act, 1968 (45 of

1968),

(xl) The Foreign Exchange Regulation

Act, 1973 (46 of 1973).

10. (A) The effective capital of the company as on the date of the last balance sheet calculate^ is as follows:—

(1) Paid-up capital Rs.—

(ii) Share Premium Rs.

(iil) Reserves and Surplus (excluding taxation, reserves, depreciation reserves, gratuity etc. Rs.

(iv) Long term loans (including depo-

sits, if any) Rs,—i (a) Secured Rs.

(b) Un-secured Rs.

Less Investments Rs.

Total Rs.

(B) Total accumulated losses and pre- liminary expenses not written of

RB,

,

(C) Amount of depreciation provided

for upto Ra. s—

11. Working results of the company for the

last three years:—

Yew ended

19 19 19 1

Rs. Rs. Rs.

(i) Paid-up capital

'(iv) Directors' remuneration:—

(a) Number of Directors (b) Sitting fees-—— (c) Commission

(v) Managing Director's/Whole-time Director's/ Manager's/ Manager's remuneration: —

(a) Salary —i

(b) Commission (c) Bonus • . (d) Perquisites and the money-

value thereof—

tvi) Dividend declared on equity shares (rate and quantum}

(vii) Percentage which total manage- rial remuneration bears to the net profits

12, Name and address of the present audi-

tors of the company.

13. Decleration—To the best of my/our knowledge and belief, the information given in this application and Its anne- xures Is correct and complete.

Signature.

Designation.

Dated this day of 19

NOTE.—This form should be accompanied by the Annexures as per list given below:

LIST OF ANNEXURES

1. One copy of the Memorandum and Articles of Association of the company.

2. One copy of the agreement entered into with the Managing/Whole-tlme Director.

3. One copy each of the audited accounts, directors' report and auditors' report of the company for the last three years.

4. Treiitury challan In token Of payment of fee pursuant to the Companies (Fees on Application) Rules, 1968."

[No. F. 5/3/7B-CL-V.]

P. B. MENON. Jt. Secy.