PROVISIONS RELATING TO PLACE OF MEETING UNDER COMPANIES ACT, 2013 AND RULES

PROVISIONS RELATING TO PLACE OF MEETING UNDER COMPANIES ACT, 2013 AND RULES

By

CS D HEM SENTHIL RAJ AND CS K VINOTH

Type             of Meeting	Section Under Companies Act, 2013	Rule	Place	Time	Other Particulars
Annual General Meeting (AGM)	96	Not Available	Registered Office of the Company          or at some other place within the city, town or village in which registered office of the Company is situated.	During Business Hours (9 a.m and 6 p.m) Except National Holiday	AGM cannot be held on a day declared as National Holiday by the Central Government
Board Meeting (BM)	173	Rule 3 of The Companies   (Meetings of Board and its Powers) Rules, 2014	Board Meeting shall be held anywhere in the world, however in case of BM held through Video Conferencing the Venue of the meeting shall be in India	Not specifically mentioned in the Act and Rules
Extra-Ordinary General Meeting (EGM)	100	Rule 18 (3) (ix) of The Companies (Management and Administration) Rules, 2014	EGM shall be held at a place within India.	Not specifically mentioned in the Act and Rules	In case of Requistionists convene the meeting under Section 100 (4), the meeting shall be held at Registered office or in the same city or town where Registered office is situated and such meeting should be convened on working day.
Board Meeting (Through Circular Resolution)	175	Rule 5 of The Companies (Management and Administration) Rules, 2014	Draft resolution shall be circulated to the Directors at the registered address with the Company in India.	Not specifically mentioned in the Act and Rules	A resolution in draft form may be circulated to the directors together with the necessary papers for seeking their approval, by electronic means which may include E-mail or fax.
Audit Committee Meeting (ACM)	177	Not Available	Can be held anywhere in the World	Not specifically mentioned in the Act and Rules	Concept of Video Conferencing as available to Board Meeting is not available to ACM.
Nomination and Remuneration Committee Meeting (NRC)	178	Not Available	Can be held anywhere in the World	Not specifically mentioned in the Act and Rules	Concept of Video Conferencing as available to Board Meeting is not available to NRC.

 By

 CS K Vinoth

 CS D Hem Senthil Raj

Non – Applicability of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 To Private Limited Companies For Amounts Received From Members, Directors or Relatives Prior To 1st April, 2014

Non – Applicability of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 To Private Limited Companies For Amounts Received From Members, Directors or Relatives Prior To 1^st April, 2014.

By

CS K Vinoth AND CS D Hem Senthil Raj

Clarifications are as Follows:

Any amount received by the private companies from their members, Directors or Relative prior to 1^st April, 2014 shall not be treated as ‘Deposits’ under the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

   Subject to Condition:

 Financial Statement of the Company for the financial year commencing on or after 1^st April, 2014 shall disclose the figure of such amounts and accounting head under which such amounts have been shown in the notes separately.

By

CS D Hem Senthil Raj

CS K Vinoth

Blog: csthenewera.blogspot.in

EXTRACT OF ANNUAL RETURN TO BE ATTACHED TO THE BOARD REPORT

EXTRACT OF ANNUAL RETURN TO BE ATTACHED TO THE BOARD REPORT

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/20..

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies Management and Administration) Rules, 2014]

I.          REGISTRATION AND OTHER DETAILS:

(i)   CIN :

(ii) Registration Date :

(iii)  Name of the Company:

(iv) Category / Sub-Category of the Company:

(v)   Address of the Registered office and contact details:

(vi) Whether listed company :   Yes/No

(vii) Name, Address and Contact details of Registrar and Transfer Agent, if any:

II.       PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S.No	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1
2
3

III.    PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

S.No	Name and address of the company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section

IV.    SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i)   Category-wise Share Holding:

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% of Change during the Year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(A)  Promoters
(1)   Indian
(a)    Individual/HUF
(b)   Central Govt
(c)    State Govt (s)
(d)   Bodies Corp.
(e)    Banks / FI
(f)    Any Other….
Sub-Total (A) (1)
(2)   Foreign
(a)    NRIs - Individuals
(b)   Other - Individuals
(c)    Bodies Corp.
(d)   Banks / FI
(e)    Any Other….
Sub-Total (A) (2)
Total Shareholding of Promoter (A)  = (A) (1) + (A) (2)

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% of Change during the Year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(B)  Public Shareholding
(1)   Institutions
(a)    Mutual Funds
(b)   Banks/FI
(c)    Central Govt
(d)   State Govt (s)
(e)    Venture Capital funds
(f)    Insurance Companies
(g)    FIIs
(h)   Foreign Venture Capital Funds
(i)     Others (Specify)
Sub-Total (B)(1)
(2)   Non- Institutions
(a)    Bodies Corp
i.     Indian
ii.     Overseas
(b)   individuals
i.      Individual shareholders holding nominal share capital up to Rs. 1 lakh
ii.    Individual shareholders holding nominal share capital in excess of Rs 1 lakh
(C) Others (Specify)
Sub-Total (B)(2)
Total Shareholding of Promoter = (B) (1) + (B) (2)
C. Shares held by custodian for GDRs & ADRs
Grand Total (A+B+C)

(ii) Shareholding of Promoters:

S.No	Shareholders’ Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% of Change during the Year
		No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares
1
2
3
Total

(iii) Change in Promoters’ Shareholding ( please specify, if there is no change):

 

S.No	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
	At the End of the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S.No	For Each of the Top 10 Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
	At the End of the year ( or on the date of separation, if Separated during the year)

(v) Shareholding of Directors and Key Managerial Personnel:

S.No	For Each of the Directors and KMP	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
	At the End of the year

V.       INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
Addition
Reduction
Net Change
Indebtedness at the end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)

VI.    REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A.     Remuneration to Managing Director, Whole-time Directors and/or Manager:

S.No	Particulars of Remuneration	Name of MD/WTD/Manager				Total Amount
1	Gross salary
(a)	Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b)	Value of perquisites u/s 17(2) Income-tax Act, 1961
(c)	Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2	Stock Option
3	Sweat Equity
4	Commission - as % of profit - others, specify…
5	Others, please specify
Total (A)
Ceiling as per the Act

B.     Remuneration to other Directors:

S.No	Particulars of Remuneration	Name of Directors				Total Amount
	3. Independent Directors • Fee for attending board / committee meetings • Commission • Others, please specify
Total (1)
	4. Other Non-Executive Directors • Fee for attending board / committee meetings • Commission • Others, please specify
Total (2)
Total (B) = (1)+(2)
Total Managerial Remuneration
Overall Ceiling as per the Act

C.   Remuneration to other Directors key managerial personnel other than MD/MANAGER/WTD:

S.No	Particulars of Remuneration	Key Managerial Personnel
		CEO	CS	CFO	Total
(a)	Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b)	Value of perquisites u/s 17(2) Income-tax Act, 1961
(c)	Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2	Stock Option
3	Sweat Equity
4	Commission - as % of profit - others, specify…
5	Others, please specify
Total (A)

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
Penalty
Punishment
Compounding
C.     OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

By

CS K Vinoth

CS D Hem Senthil Raj