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The Companies (Management and Adminjstration) Third Amendment Rules, 2015.
November, 24th 2015
[To be published in the Gazette of India, Extrao]dinary, Part         II, Section 3, Sub-
section (i)l


                              GOVERNMET{T OF         INDIA
                       MINISTRY OF CORPORATE AFFAIRS
                                        otificauon
                                                                       New Delhi, 16.11.2015



G.S.R. (E),-In exercise of the powers conferred       under sub-sections (2) and (3) of section

92 read with sub-sections (1) and (2) of section 469 of the Companies Act 2013(18of2013),

the Central Government hereby makes the following rules further to amend the Companies

(Management and Administration) Rules. 2014, namely:-







1. Short title and commencement,-(1) These rules may be called the                   Companies

(Management and Adminjstration) Third Amendment Rules, 2015.

     (2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Management and Administration) Rules, 2014, for Form No. MGT-7, the

following form shall be substituted, namely:-
 FORM NO. MGT-7                                                  Annual Return
 lPursuant to sub-section (1) of section 92
 of lhe Companies Acl, 2013 and sub-rule
 (1)   of rule 11      of the Companies
 (Management and Adminishalion) Rules,
 2O141


Form languase o English o Hindi
Reter the Instructlon klt for flllng the form.

 I.       RECISTRATION AND OTHER DETAILS
(i)      'Corporate ldentification Number (ClN) ofthc company
          Global Location Number (CLN) ofthe company
         'iPermanent Account Number (PAN) ofthe company

(ii)   (a) Name  ofthe company
       (b) Registercd officc address




       (c)    email-lD ol'lhe company
         (d) :Telephone  numbcr with S'l-D codc
         (e) Websire
(iiD Dalc oflncorporation
  (iv) Type ofthe Company              Category of the Company    Sub-category   ofthc
                                                                  Company




(v)       Whether company is having share capital O Yes O No
(vi)      +Whether shares listed on recognized Stock Exchange(s) O Yes O No

          (a) Details ofstock exchanges where shares are listed

            S. No.                    Stock Exchange Name                         Code


            2
          (b) CIN ol'the Registrar and ]'ranslbr Agent                             Pre-fill
          Name ofthe Registraf and      l   fansfer Agent




          Registcrcd office address of the Registrar and Transfcr Agents
(vii)       *Financialyear From
                                   E      (DD/MM/yyyy) To E    (DD/MM,"/YYY)
(viii)      +Whether Annual Ceneral Meeting (ACM) held OYes ONo

            (a) lfyes, date ofACM
            (b) Due date ofACM
            (c) Whether any extension for AGM granted OYes ONo
            (d) Ifyes, provide the Service Request Number (SRN) ofthe application form
            filed for extension
            (e) Extended due date of ACM after grant ofextension
            (f) Specify the reasons for not holding the same




It.         PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
            "Number of business activities


       s.    Main        Description ol Business Aclivily   Description of Business
       N(                Main Aclivily Code                 Aclivily
                         group




       2


I .        PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
           ONCLUDING JOINT VENTURES)
      "No. ofCompanies lor which information is to be given

                 Name ofthe company                                    HoldinC Subsidiary/
                                                                   Associate/ Joinl Venture




IV.    SHARE CAPTTAL, DEBENTURES AND OTHRR SECURITTES OF THE
       COMPANY
(D      *SHARE CAPITAL
     (a) Equity   tharo cepital
       Particulars                           Authorisd       lssud       Subecribed
                                                                                        PaH Up
                                             Capilal         cafttal     capital        capilal
       Totalnumber of equily sharcs
       Totalamount of equity shares (in
       rupees)


      Nuab", ofclasses     I
       Class oI ghares                        Authoriged      lssued      Subscribed   Paitl
                                              Capilal         cpitl       Capital      Up   @nd
       Numbr of equity     shaes
       Nominalvalue per share (in rupees)
       Tolalamounl of equily shares (in
       rupees )


     (b) Proterence aharg capilal
       Paaticulars                            Aulhoried       lBsud       Subscribed   P.il
                                              Capilel         capibl      6pital       Up capital
       Tolal number of oreference sharcs
       Tolal amount of preference shacs
       (an rupees)


      Nurb",   of"t""*"    f]
       Claas of shares                        Authorised      lssued     Subscribd     Paid
                                               Capital        cpilal     capital       Up capital
       Number of Daeference shares
       Nominal value per share (in rupees)
       Total amount of preferen@ sharcs
       (an rupees)


     (c) Uncla$ified sharo capital
       Padiculars                                        Authorised Capital
       Total amount ot unclassified shares




     (d) Break-up of paid-up share capital

                                                         Total Nomlnal
                                                           Amount
Equitv shares
At tho bginnlnq        ofthe var
Incraaao dudnq the
i. Pubic lssues



iv. Pdvate Placemenu
Preferential allotment




viii. Conversion of Debentures
ix. GDRS/ADRs




Docr6.ae durlnq the
i. Buv-back of shares


iii. Reduclion of share caoital







Ai ths end ot the

Preference shares
Al thg bsqinninq of tho yeaa
Increase durlnq the v6ar
a.   lssus of shares
ii. Re-issue of forfeiled shares




iii. Reduction of share




At the end ofth year
(ii) Details ofstock split/consolidation during the year (for each class ofshares)

                  Class ofshares                       (D               (iD               (iiD


         Before split /
         Consolidation

          After split /
         consolidation

(iii)   Details of sharevDebentures Tmnsfers sinc closure date of last financial year
   (or in the case ofthe first return at any time since the incorporation ofthe company)*

    E        Nil


   lDetails being provided in a CD/Digital Medial o   Yes o No o Not appticable

   Separat sheet atlached for details ofhansfers o Yes o No

   Note: In case lisl of transfer exceeds 10, option for submission as a separate sheet attachment or
   submission in a CD/Digital llledia may be shown.


        tr.rle   rl   P.evn   .:i   ;. rl.i
Dale of ReEstration of T..nlsler



                                              ' Eqr y   2-   Prelerer,. Shit.es      3     Debsntures.   {   - Src,ck



Number of      Sln.eY Debenlue:/un.1s                    Anrount per sh.re/debenlurelu.ri
                                                         (h Rs.)

Le{qer Fol!l !i1 Trn|slercr




Ledger Folo ol fransleree




Drle al Rerrirrrt'on oi T.iinrfer



                                              - Equity. 2- Prele{rnre Shnies 3 - 0ebenures. 4 , Str'rt



It   ur'rber ol Shnre5'   :rebenlure.r!i,ii              An    i,!rri )rr i arin-r   re   ri.rel!nrr


Lrdger Folo ol Trrf;1eror




                                                             Mrddte   Nam

Len-qef    Fol!   rl lfr r5Jerce



                                                             MddteN!ft
(lv)
       'lndebtedness including debenturs (Outstsnding as at the end of financial year)
        Partcula]!                                Nunbe. oi           Nomlnal value        ToLl valuo
                                                  untia               p.r unlt
        Non-conwdible debntures
        Panly convertible debgnturos
        Fully convertible d6benture3
        Secured Loans (including int6r69t
        outsiandang/accrued but not dug for
        Payment) excluding deposits
        Unseoured Loans (including     inter$t
        outslanding/accrugd but nol due for
        Payment) excluding deposits
        Deposit

        Tot l

       Odlla    of dobontubs
       Cle      ol Dobontubs                 Outdandlng     r   Incfaato         Dac116        Outrt nding
                                             8t tho             durhg            . du.lng          at tho ond
                                             brglnnlng ol       tho   y..r       lh yoar       ot tho y.6r
                                             th. yoar
       Non.conYo iblo dobonlutE
       P.rtly convedble dobntuE
       Fully convortlblo debentu|ta

(v)          Securities (other thstr sharcs aod debentures)
                                                                      l--l
       T)?e    of     Number      of   Nominal V.lue   Total Nominal      Paid up Vrlue   of      Total Paid up
       Secwiris       Securiries       ofe.ch Unit                        6dch Unit




       Total



V. *Turnover and net worth ofthe company (as delined in the Companies
    Act, 2013)
       (i)      Turnover
       (ii)     tt"ttno.tl   of   ttt"cffi
VI.   (a) "SHARE HOLDING PATTERN - Promoters

      S. No.                     Catgory                        Equity                 Prererence
                                                        Number of    P6rcontag   Number ot   Percentag
                                                         6nar98                   3nat63
               lndividuaUHindu Undivided
               Familv                                                                               W
               (i)       lndian
               (ii)      Non-resident Indian
                         (NRI)
               (iii) Foreign national (olher
                         than NRI)
      2.       Government                                                                    i,     I
               (i)       Cenlral Government
               {ii)      State Governmenl
               (   iii) Government comDanies
      3.       lnsurance comoantes
      4.       Banks
      5.       Financial institutions
               Foreign institulional

      7.       Mutual funds
      8.       Venture capital
      9.           Body coForale
               (not mentioned above)
      t0.      oth","        E
                                            Total

      Total numbcr of shareholders (promoters)

(b) :SHARE HOLDING PATTERN                          -   l'ublic/Olhcr than promoters


                                                        Numbgr of                Number of
                                                         snarea                   hare3
                   Indivrdual/Hindu Undivided

                         lndian
                   (ii) Non-resident lndian

                   (iii) Foreign national (other
                         than NRI
                   Govemmenl
                   i)    Central Government
                   ii)   Slate Government
                   iii) Government comDanies
                   Insunce companres
             Financial inslitutions



             Mutualfunds



              nol mentioned above




   Total number ofshareholders (other than promoters)

   Total number ofshareholders (Promoters + Pubtic/Other than promoters)
                                                                                           f--_-_l
  (c)'Details ofForeign institutional inyestors' (FIIS) holding shares ofthe company            f]
 Nrme ofth   rII                                      Drle of       Co!.lry of                      Y"   oI
                                                                                       of
                                                                                                    held
                                                                                      held




VII. *NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS

                         Details                           At the beginning       At the end of
                                                              of the year            the year

 Promoters

 Members (other than promoters)


 Dbenture holders


VIII. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) "Composition ofBoard of Directors

C.tCory                 Number ofdirclors at       Number ofdirectors st    Percert3ge ofshares
                       the beginniDg of the yerr    the end ofthe year     held by directors ls st
                                                                                 the end   ofyerr
                                Date   of    Total Number of Number of                      o/o
                                                                                                  of total
                                meeting      Members entitled memoers wno                   shareholding
                                             to attend meeting attcnded the                 ofattended
                                                               mecting                      members




B.        BOARD MEETINGS
         *Number of meetings held      E
     S.   No. Date ofmeeting                   Total Number of                       Attendance
                                               directols as on the
                                               date      ofmccting       Number of          as Toage         of
                                                                         dircctors attended total
                                                                                            directors
     1


     2


c. COMMITTEE MEETINGS
  Number ofmeetings held


     S.      Type of meeting       Date of        TotalNumber                       Attendance
     No.                           meeung         ofMembers
                                                  as on the date
                                                  ofmeeting           Numbef of            as o/oage    of
                                                                      members attended     total members
     1



          .:AT']'ENDANCE OF DIRECTORS


           Name            Board Meetings                    Committee Meetings                    Whcthcr
           ofthe                                                                                   attendecl
                    Number       Number      Vo   .c1'       Number      Number
                                                                                                   ACM
                    of           of          allendan        of          of
                                 Meeti                                   Mcctin                    held on
                    Meetin                                   Meetin
                    which        attended                                attended
                                                             which
                    director                                                                       (Y/N/NA)
                                                             oltector

                    entitled                                 entitled
                    to attend                                10 attend
X. -REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

      E      NiI

      Number of Managing Director, Whole-time Directors and/or Manager whose
      remuneration detaits to be entered            E
       S.      Name                   Design   Gross      Commissi     Stock Option/ Others            Total
      No.                             alion    salary     on           Sweat equity
                                                                                                       Amount


               Total


      Numberol' CEO, CFO and Company secretary whose remuneration details to                          be
      entered        |            |



       s.      Name               Design       Gross      Commission    Stock Option/        Others    Total
       No.                        ation        salary                   Sweat equity
                                                                                                       Amounl


                   tolal

      Number         of other directors   whose remuneration details to be       entered     E
       S.      Name               Designali      Gross         Commission       Stock Option/ Others       Total
      No,                                        salary                         Sweat equily
                                                                                                           Amount


                   tolal


XI.     MATTERS RELATf,D TO CERTIFICATION OF COMPLIANCDS AND DISCLOSURES


              'Whether the company has made compliances and disclosures in respect of applicble
              provisions of the Companies Act, 2013 during the       year   o   Yes   o No
       B,     lf No, give reasons/observations




XII,    PENALTY AND PUNISHMENT _ DETAILS'IHEREOT
        (A) DETAILS OF PENALTIES / PUNISHMENT IMPOSED ON COMPANY/DIRECTORS /OFFICERS
        Nil

 Name of lhe                            Dale   of                         Dtails of          Delails of appeal (if
                                        order                             penarty/           any) including presen
 directors/ officers
                       Authority                    punished




      (B) DETAILS OF COMPOUNDINC OF OFFENCES                          E      NiI

 Name of the                            Date   of
 company/                              Order                                                compoundins (in
 direciory officeB







xlll,   Whether complete list of shareholders, debenture holders has been enclosed as an
        attachment O Yes ONo
 (ln caseof'No', submir lhedetails separately through the merhod spe.ified in insrruction kit)


xrv.    C0MPLIANCE OF SUB-SECTION (2) OF SECTION                               92,   tN CASE OF LISTED
        COMPANIES
In case of a listed company or a company having paid up share capital ofTen Crore rupees or
more or tumover of Fifty Crore rupees or more, details of company secretary in whole time
practice certifying the annual return in Form MCT-8.



Whether associate or      fellow    o Associate     oFellow
Cedificate of practice number

I/We certify that:
(a) The return states the facts, as they stood on the date of the closure of the financial year
aforcsaid correctly and adequately.
(b) Unless otherwise expressly stated to the contrary elsewhere in this return, the Company has
complied with applicable provisions ofthe Act dufing the llnancial year.
(c) The company has not, since the date olthe closufe olthe last financial year with reference to
which the last return was submitted or in the case ofa first return since the date ofincorporation
ofthe company, issued any invitation to the public to subscfibe for any securities ofthe company.
(d) Where the annual retum discloses the fact that the number ofmembers, (except in case ofone
person company), ofthe company cxceeds two hundred, the cxcess consists wholly ofpcrsons
who under second proviso to clausc (ii) ofsub-section (68) ofsection 2 ofthe Act are not to be
included in reckoning the number of two hundred.

                                                Ooclaration
I am aulhorised by the Board of Directors of lhe company vide resolulion    no.   f-----l         oa"a
                  (DD/lr[rryYYY) to sign thts form and dectare that allthe requiremenls of lhe Companjes
FCfzul3-iiflfie rules made thereunder in respectoflhe subject matter of this form and matters incidental
thereto have been complied wilh. I further declare lhat:
1. Whatever is stated in this form and in the attachments thereto is true, cofiect and complet and no
    information materialto lhe subject matter ofthis form has been suppressed or concealed and is as per
     the original records mainiained by the company.
2.   Allthe required atlachments have ben completely and legibty attached to this     fom

Note: Altontion i5 also drawn to the provisions of rection 447, sections 449 and 449 of the
Companies Act, 2013 which provide for punishment for fraud, punishment for false statemont and
punishment tor talse evidence resp6ctively.

To b digitally signod by
Director
                  DSC
DIN ofthe director

To bs digitally signed     byOSC eOX
     o   Company Secretary
     o   Company Secretary in practicc
Membership      number                         Certilioatc of practice   nu.b",   f-------l
Attachments                                                   List of attachments
'L    sl of share holders, debentlfe hoLderc
2.   Approvalletler fof extension of AGI4;
3.   Copy of NIGT 8
4.   Optional Allachement(s), ifany


                                                                             Remove Attachment

                                                                                                          l


  This eForm has been taken on file mainrained by the registrar of companies through electronrc mode and on
  the basis ofstatement ot co(eclness give|| by the conrpany
                                                          lF. No. 0U34I2013-CL-V- Part-Il



                                                       ,oro*o,.,     I iffl[=),. r".r,
Note:-The principal notification was published in the Gazette of India,Extraordinarv part
II,. section 3, sub-section (i) vide No, c.S.R. 260(E), dated the 31st l4arch, 2014 and
subsequently amended ylde the following notifications:-

Sl.No.                        Notincation Number              Notification Date
 1                            G.S.R. 415 (E)                  23-06-2014
2                             G.S.R. 537 (E)                  24-07-20t4
3                             c.s.R.669 (E)                   28-08-2015
                              G.S.R. 737 (E)                  24-09-2015
   

 
 
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