Friday, February 17, 2012

Check list on change of Registered office

CHECK LIST FOR CHANGE OF REGD. OFFICE FROM ONE STATE TO ANOTHER


1. Resolution of the board of directors
2. Resolutions’ of shareholders
3. Publication of notice in the newspaper (one in the English and one in the local language)
4. Notice to creditors (if any)
5. Filing of petition with
- Chief Secretary of the state in which regd. office is situated.
- Registrar of companies
- Company law board having jurisdiction
- Filing of forms with registrar (form 23 for filing shareholder consent after their meeting and form 21 for filing CLB order.
6. Followings documents required
- Memorandum (5)
- Latest Balance sheet
- List of creditors as on
- Proof of publication in the news paper and dispatch of notice to creditors.
- Name and address and father name of two directors for signing the petition and affidavit one should be managing director
- Resolution appointing us as to appear before the CLB
- Brief of the business of the company and reason for the change of regd. Office



COMPANY SECREATRIES



PROPRIETOR

Agreement with MD

AGREEMENT

This Agreement made this the ……. day of ……200_, between _______________________________, a company incorporated under the Companies Act, 1956 (hereinafter called as “the Company”) and having its Registered office at _____________________________ and Shri _________________ S/o Shri ____________________ R/o ___________________________, a director of the company (hereinafter called “the Managing Director”) of the second part.

WHEREAS the Board of Directors of the company have at their meeting held on _________ appointed __________________ as Managing Director of the company for a period of five years w.e.f. ______________________ on the terms and conditions and subject to the remuneration approved by the Board of directors and set out hereunder, and WHEREAS Shri ____________________ has accepted the said terms and conditions of the appointment.

Now it is hereby agreed by and between the parties hereto as follows:-

1. Shri ______________________ has been appointed as the Managing Director of the company with effect from ______________________ for a period of five years.

2. The Managing Director shall exercise and perform such powers and duties as the Board of Directors of the company (hereinafter called “the Board”) shall, from time to time, determine, and subject to any directions and restrictions, from time to time, given and imposed by the Board and control, management and superintendence of the business of the company with power to appoint and to dismiss employees and to enter into contracts on behalf of the company in the ordinary course of business and to do and perform all other acts, deeds, and things, which in the ordinary course of business, he may consider necessary or proper or in the interest of the company provided however, that nothing shall be done by the Managing Director which by the Act or the articles of the company shall be transacted at a meeting of the Board by resolution or which shall not be effective unless approved by the Board or which are not expressly provided.

3. Without prejudice to the generality of the powers vested in the Managing Director hereinabove the Managing Director shall be entitled to exercise the following powers:-

(i) With the Board’s approval, together with the person in charge of finance for the time being of the company and other personnel authorized by the Board, to open and operate any banking or other account and to draw, make, accept, execute, endorse, discount, negotiate, retire, pay, satisfy and assign cheques, drafts, bills of exchange, promissory notes, hundis, interest and dividend warrants and other negotiable or transferable instruments or securities.
(ii) To borrow moneys with or without security, for the purpose of business of the company, subject of course to the approvals of the company as required under section 293(1)(d) of the Companies Act, 1956 and approval of the Board of directors of the company as required under section 292 of the said Act and subject further to such maximum limit as the Board may impose from time to time while giving its approval.
(iii) To invest funds of the company (other than in the shares of the other companies covered by section 372A of the Act) and fixed deposit with the company’s bankers.
(iv) To appoint distributors for the sale of the products of the company subject to prior approval of the Board whenever necessary.
(v) To ensure that all taxes due to the Central and State Governments and Municipal authorities are paid promptly.
(vi) To engage persons in the employment of the company.
(vii) To increase the salary or remuneration of any employee of the company and to sanction annual increases.
(viii) To enter into contracts for the purchase of goods for the company subject to prior approval of the Board of directors in terms of Sections 297 and 299 of the Companies Act, 1956, wherever necessary.
(ix) To institute, prosecute, defend, oppose, appear or appeal to, compromise, refer to arbitration, abandon and execution, become non-suited in any legal proceedings including trade marks, trade names, trade property and passing off actions and revenue proceedings relating to customs or excise duties, tax on income, profit and capital and taxation generally or otherwise.

4. The Managing Director shall throughout the said term, devote his entire time, attention and abilities to the business of the company and shall carry out the orders, from time to time, of the Board and in all respect conform to the comply with the directions and regulations made by the Board, and shall faithfully serve the company and use his utmost endeavors to promote the interests of the company.

5. The company shall pay to the Managing Director during the continuance of this agreement in consideration of the performance of his duties.

i. Salary at the rate of Rs.________________ per month.
ii. The Managing Director shall be entitled to the following perquisites and facilities:

ii .1 PERQUISITES:

I. Medical Reimbursement:
a) Reimbursement of medical expenses as per Income Tax Act & Rules.
b) Health Insurance coverage for the Managing Director and his family not exceeding Rs.15,000 p.a.

II. Club Fees:
Fees of maximum two clubs excluding admission and life membership fees.
III. Personal Accident Insurance:
The annual premium on the policy in a financial year shall not exceed Rs. 20,000.
IV. Annual Leave:
30 days annual leave with pay for every completed service of eleven months.
V. Leave Travel Concession:
For self and family once a year in accordance with the rules of the company.
VI. Provident fund and superannuation:

a) Company’s contribution to Provident Fund shall be as per Rules framed under the Company’s relevant scheme.
b) Gratuity at the rate of half month’s salary for each completed year of service shall be payable according to the Rules of the Company.
VII. Provision of Car:
As per the rules of the Company.
VIII. Telephone:
As per the rules of the Company.
IX. The company shall reimburse actual entertainment and traveling expenses incurred by the managing director in connection with the company’s business.
In the event of inadequacy or absence of profits during the duration of the agreement, the Managing Director shall be entitled to remuneration herein provided but without commission and where applicable the same shall be subject to the approval of the Central Government.

6. The Managing Director shall not, during the period of his employment and without the previous consent in writing of the Board, engage or indulge himself either directly or indirectly in the business or affairs of any other person, firm, company, body corporate or in any undertaking or business of a nature similar to or competing with the company’s business and further, shall not, in any manner, whether directly or indirectly use, apply or utilize his knowledge or experience for or in the interest of any such person, firm company, or body corporate as aforesaid or any such competing undertaking or business as aforesaid.

7. The Managing Director shall not, during the continuance of his employment with the company, divulge or disclose to any person, firm, company or body corporate whomsoever or make any use whatever for his own or for whatever purpose, of any confidential information or knowledge obtained by him during his employment as to the business or affairs of the company or as to any trade secrets or secret processes of the company and the managing director shall, during the continuance of his employment hereunder, also use his best endeavors to prevent any other person, firm, company or body corporate concerned from doing so.

8. Either party shall terminate this agreement by giving to the other advance notice of three months, provided that the company may waive the notice by giving in cash the remuneration for three months which the managing director would have received had he remained in office for the said three months.

9. The Managing Director shall, from time to time, during his employment hereunder fully disclose to the company the progress of investigations and of any discoveries he may make himself or in conjunction with other officials or non-officials with regard to any improvement, invention or discovery arising out of or in connection with the said employment, he shall forthwith disclose to the company a full and complete description of the nature of said improvement, invention or discovery and the mode of performing the same.

10. This agreement and the terms and conditions hereof shall be subject to the approval of the shareholders of the company in general meeting and also of the Central Government under the relevant provisions of the Companies Act, 1956 if necessary.

IN WITNESS WHEREOF, the parties hereto have set their hands on the day, month and year above written.



For and on behalf of the company,
(……………….)

Chairman (Shri ____________)


Witness :1
: 2

check list on Postal ballot

POSTAL BALLOT CALENDER

S.NO. PARTICULARS DATE
1. DRAFTING OF NOTICE U/S 192A, DRAFT RESOLUTION, EXPLANATORY STATEMENT 11/05/2010
2. OBTAIN CONSENTOF SCRUTINIZER 11/05/2010
3. BOARD APPROVAL TO DO THE FOLLOWING AND TO ANNOUNCE TO THE STOCK EXCHANGE
• APPROVE THE DOCUMENTS DRAFTED AS IN (1) ABOVE
• APPOINTMENT OF SCRUTINIZER AND APPROVAL OF HIS FEES
• PASS A RESOLUTION NOMINATING THE EXECUTIVE VICE CHAIRMAN, EXECUTIVE DIRECTOR AND THE COMPANY SECRETARY TO BE RESPONSILBLE TO COMPLETE THE POSTAL BALLOT PROCESS
• APPROVE THE CALENDER OF EVENTS 12/05/2010
4. PRINT NOTICE, POSTAL BALLOT FORMS AND ARRANGE FOR SELF ADDRESSED ENVELOPES (BEARING THE NAME AND ADDRESS OF SCRUTINIZER), ADDRESS SLIPS ETC. 15/05/2010
5. A COPY OF THE BOARD RESOLUTION ALONG WITH THE CALENDER OF EVENTS TO BE FORWARDED TO REGISTRAR OF COMPANIES WITHIN ONE WEEL OF BOARD APPROVAL ON OR BEFORE 19/05/2010
6. COMPLETE DISPATCH OF NOTICE (NAMES OF THE SHAREHOLDERS TO BE ASCERTAINED ON A DATE AS CLOSE AS POSSIBLE TO THE DISPATCH DATE) ON OR BEFORE 20/05/2010
7. RELEASE AN ADVERTISEMENT IN THE NEWSPAPER GIVING THE DATE OF COMPLETION OF DISPATCH OF THE NOTICE AND THE LAST DATE FOR RECEIPT OF THE POSTAL BALLOT FORMS FROM THE SHAREHOLDERS (30 DAYS FORM THE LAST DATE OF DISPATCH) 21/05/2010
8. LAST DATE OF RECEIPT OF POSTAL BALLOT FORMS 22/06/2010
9. TO KEEP IN CUSTODY ALL POSTAL BALLOT FORMS IN CLOSED ENVELOPES AND PUT THE RECEIPT STAMPS ON ENVELOPES AND WHEN THESE ARE RECEIVED TILL THE DATE OF RECEIVING THE POSTAL BALLOT FORMS 23/06/2010
10. PREPARATION OF SCRUTINIZER’S REPORT AND SUBMISSION OF THE SAME TO THE EXECUTIVE VICE CHAIRMAN OR IN HIS ABSENCE

CALENDER OF EVENTS DATE WISE CHECKLIST FOR POSTAL BALLOT U/S 192A

1. 19th April, 2010 1. Pass circular resolution
2. Obtain the consent of the scrutinizer
3. Approve the notice of meeting including the postal ballot forms and documents
4. Fix the cut off date as 23rd April, 2010
5. Intimate the Stock Exchange and Depositories regarding the postal ballot matter and cut off date.
6. Intimate RTA regarding the cut off date.
7. Intimate to ROC
2. 20th April 2010 File the Board resolution with Registrar of Companies
3. 21st April, 2010 Put an order for printing of the postal ballot papers, notices etc.
4. 27th April, 2010 Receive the printed ballot papers, notice latest by this date.
Receive the list of shareholders from RTA who are entitled to receive the notice of postal ballot and meeting.
5. 28th April, 2010 Send the copies of notice and ballot papers to the mailer for dispatch notice of shareholders.
6. 29th April, 2010 Dispatch the notice and postal ballot papers on or before this date.
7. 30th April, 2010 Relevant date
8. 3rd May, 2010 Advertise in newspaper about the completion of dispatch of ballot papers and notice
9. 29th May, 2010 Last date for receiving the postal ballot forms from shareholders
10. 30th May, 2010 Receive from the scrutinizer, complete record of postal ballot including the reports on postal ballot addressed to chairman.
11. 31st May, 2010 Chairman will declare the result of Postal Ballot at registered of the company


POSTAL BALLOT PROCEDURE

1 Prior Intimation to Stock Exchange regarding the Board Meeting for considering the purpose of the agenda 08/04/2010
2 Board Meeting to consider the above 11/04/2010
3 Dispatch of notice of postal ballot in which the ordinary resolution will be transacted through postal ballot 14/04/2010
4 Last date for receiving Postal Ballot papers by scrutinizer 13/05/2010
5 Date of submission of scrutinizer’s report to the management on postal ballot 15/05/2010
6 Date of declaration of postal ballot results by the chairman and simultaneously intimated to the stock exchange 15/05/2010

check list on Postal ballot

POSTAL BALLOT CALENDER

S.NO. PARTICULARS DATE
1. DRAFTING OF NOTICE U/S 192A, DRAFT RESOLUTION, EXPLANATORY STATEMENT 11/05/2010
2. OBTAIN CONSENTOF SCRUTINIZER 11/05/2010
3. BOARD APPROVAL TO DO THE FOLLOWING AND TO ANNOUNCE TO THE STOCK EXCHANGE
• APPROVE THE DOCUMENTS DRAFTED AS IN (1) ABOVE
• APPOINTMENT OF SCRUTINIZER AND APPROVAL OF HIS FEES
• PASS A RESOLUTION NOMINATING THE EXECUTIVE VICE CHAIRMAN, EXECUTIVE DIRECTOR AND THE COMPANY SECRETARY TO BE RESPONSILBLE TO COMPLETE THE POSTAL BALLOT PROCESS
• APPROVE THE CALENDER OF EVENTS 12/05/2010
4. PRINT NOTICE, POSTAL BALLOT FORMS AND ARRANGE FOR SELF ADDRESSED ENVELOPES (BEARING THE NAME AND ADDRESS OF SCRUTINIZER), ADDRESS SLIPS ETC. 15/05/2010
5. A COPY OF THE BOARD RESOLUTION ALONG WITH THE CALENDER OF EVENTS TO BE FORWARDED TO REGISTRAR OF COMPANIES WITHIN ONE WEEL OF BOARD APPROVAL ON OR BEFORE 19/05/2010
6. COMPLETE DISPATCH OF NOTICE (NAMES OF THE SHAREHOLDERS TO BE ASCERTAINED ON A DATE AS CLOSE AS POSSIBLE TO THE DISPATCH DATE) ON OR BEFORE 20/05/2010
7. RELEASE AN ADVERTISEMENT IN THE NEWSPAPER GIVING THE DATE OF COMPLETION OF DISPATCH OF THE NOTICE AND THE LAST DATE FOR RECEIPT OF THE POSTAL BALLOT FORMS FROM THE SHAREHOLDERS (30 DAYS FORM THE LAST DATE OF DISPATCH) 21/05/2010
8. LAST DATE OF RECEIPT OF POSTAL BALLOT FORMS 22/06/2010
9. TO KEEP IN CUSTODY ALL POSTAL BALLOT FORMS IN CLOSED ENVELOPES AND PUT THE RECEIPT STAMPS ON ENVELOPES AND WHEN THESE ARE RECEIVED TILL THE DATE OF RECEIVING THE POSTAL BALLOT FORMS 23/06/2010
10. PREPARATION OF SCRUTINIZER’S REPORT AND SUBMISSION OF THE SAME TO THE EXECUTIVE VICE CHAIRMAN OR IN HIS ABSENCE

CALENDER OF EVENTS DATE WISE CHECKLIST FOR POSTAL BALLOT U/S 192A

1. 19th April, 2010 1. Pass circular resolution
2. Obtain the consent of the scrutinizer
3. Approve the notice of meeting including the postal ballot forms and documents
4. Fix the cut off date as 23rd April, 2010
5. Intimate the Stock Exchange and Depositories regarding the postal ballot matter and cut off date.
6. Intimate RTA regarding the cut off date.
7. Intimate to ROC
2. 20th April 2010 File the Board resolution with Registrar of Companies
3. 21st April, 2010 Put an order for printing of the postal ballot papers, notices etc.
4. 27th April, 2010 Receive the printed ballot papers, notice latest by this date.
Receive the list of shareholders from RTA who are entitled to receive the notice of postal ballot and meeting.
5. 28th April, 2010 Send the copies of notice and ballot papers to the mailer for dispatch notice of shareholders.
6. 29th April, 2010 Dispatch the notice and postal ballot papers on or before this date.
7. 30th April, 2010 Relevant date
8. 3rd May, 2010 Advertise in newspaper about the completion of dispatch of ballot papers and notice
9. 29th May, 2010 Last date for receiving the postal ballot forms from shareholders
10. 30th May, 2010 Receive from the scrutinizer, complete record of postal ballot including the reports on postal ballot addressed to chairman.
11. 31st May, 2010 Chairman will declare the result of Postal Ballot at registered of the company


POSTAL BALLOT PROCEDURE

1 Prior Intimation to Stock Exchange regarding the Board Meeting for considering the purpose of the agenda 08/04/2010
2 Board Meeting to consider the above 11/04/2010
3 Dispatch of notice of postal ballot in which the ordinary resolution will be transacted through postal ballot 14/04/2010
4 Last date for receiving Postal Ballot papers by scrutinizer 13/05/2010
5 Date of submission of scrutinizer’s report to the management on postal ballot 15/05/2010
6 Date of declaration of postal ballot results by the chairman and simultaneously intimated to the stock exchange 15/05/2010

procedure for appointment of MD/WTD/Manager

Procedure for appointment of MD / WTD / Manager through General Meeting



1. In case of a Private Company which is not subsidiary of a Public Company, the provisions of this section are not applicable and the appointment will be governed as per the Articles of Association of the Company. In case of Public company also check the provision of Articles of Association of the Company.
2. Convene Board Meeting after giving notice to all the directors [Section 286] to discuss besides others the following matters.
• Approve the terms and conditions on which the Managing Director/ Whole Time Director/ Manager is proposed to be appointed.
• In case the appointee had not completed the age of 25 years, but has attained the age of majority or had attained the age of 70 years, his appointment had to be approved by a [special resolution] passed in the AGM/EGM and [form No. 23] has to be filed with the ROC.
• To decide the day, time, venue of the General Meeting.
• To approve the notice of general meeting.
• To authorise the Company Secretary or any director of the company to issue the notice of general meeting.
• Issue and despatch notices in writing at least 21 clear days before the date of the General Meeting [Section 171(1)] [Agenda]

3. Obtain a [written consent] [Section 264(1)] from the person who is to be appointed as Managerial personnel.
4. Ensure that the appointment is made in accordance with the conditions specified in [Schedule XIII]

5. Inform the Stock Exchange with which shares of the company are listed about the date of this meeting prior to the board meeting. [Clause 19 of the Standard Listing Agreement]

6. Inform the said Stock Exchange within 15 minutes of the board Meeting, of the outcome of the meeting by letter or fax.
7. Authorise Company Secretary or any director of the Company to issue the [notice of General Meeting] to all the Shareholders, auditors and directors at least 21 clear days [Section 171 (1)] before the date of Annual General Meeting.

8. Alternately, an annual general meeting may be called up by giving a notice shorter than 21 days [Section 171 (2)], if consent is accorded by all the members entitled to vote.
9. In case of listed companies forward to the Stock Exchange promptly three copies of the notice and a copy of the proceedings of the General Meeting. [Clauses 31(c), (d) and 33 of the Standard Listing Agreement]

10. Hold and convene a General Meeting and pass an [Ordinary resolution], [Section 189(1)] if the Articles of Association of your company require passing of Special resolution for such appointment, then pass a special resolution with three-forth majority [Section 189(2)].In case the of Special resolution see [Section 192]

11. File [e-Form no 23] (in case of Appointment of Managing Director only) with in 30 days from the date of General Meeting.
12. File [e-form no 32] with the concerned ROC within 30 days from the date of Appointment.
13. Make the payment of requisite fees, fees can be paid through Credit Card / by cash / by cheque in favour of “MCA Collection Account ICICI Bank” at the prescribed rates. (Fee Calculator)

14. Such Director need to make a [intimation] with in twenty days to the other companies in which he is already a director, Managing Director, manager, Secretary. (Section 305)

15. File [e-form no 25C] within 90 days from the date of General Meeting.

16. Make necessary entries in the Register of Directors and in the Register of Director’s Shareholding. [Section 303(1) & 307]

17. Notify the Stock Exchange with which shares of the Company are listed about the change in the company directors [Clause 30(a) of the Standard Listing Agreement]

NOTE
According to sub-section (1) of this section, every public company and every private company which is a subsidiary of a public company, having a paid-up share capital (both equity and preference) of the prescribed limit must have either a managing director or a whole-time director or a manager. The limit is prescribed under rule 10A of the General Rules & Forms, 1956. The present limit is Rs. 5 Crores
According to sub-section (2), every appointment or reappointment (appointment includes re-appointment vide Explanation to this section) of a person as a managing director or a whole-time director or a manager in a public company and a private company which is a subsidiary of a public company must be made with the approval of the Central Government, but no approval of the Central Government will be necessary to such appointment or re-appointment if it is made in accordance with the conditions specified in Part I of Schedule XIII, the remuneration payable is within the ceilings laid down in Part II and the requirements of Part III thereof are complied with. Thus, no approval of the Central Government under section 268 is required for the appointment or re-appointment, if it is made in terms of section 269 and Schedule XIII
Part III of Schedule XIII stipulates, in its two paragraphs, two requirements, which must be complied with in relation to the appointment of a managing/whole-time director. These are as follows:
(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 requirements 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.
It may be noted that according to sub-section (2) of section 269 a return in the prescribed form (e-Form No. 25C) is required to be filed electronically with the Registrar. The return should be filed within 90 days from the date on which the Board, regardless of the fact that the appointment is to take effect retrospectively or prospectively, passed a resolution. Where, however, the appointment is made by the members of a company, e.g. where the articles so provide, the return will be filed within 90 days of the general meeting at which the appointment is made. Para 8 of e-Form No. 25C accordingly requires to mention the date of the resolution passed by the Board of directors and/or shareholders and to enclose a copy of the relevant resolution.
Once the form is filed in relation to the Board resolution, there is no need for filing the form once again after the general meeting or the agreement entered into with the appointee.
The DCA has advised on this that a resolution in a general meeting approving the appointment may be passed even after the expiry of ninety days period from the date of appointment by the Board of directors, and is not required to be filed with the Registrar, so long as the resolution passed by the Board of directors has already been enclosed with the said return
DCA Clarification:
While filling the return in Form No. 25 C a copy of the resolution passed by the board of directors and/or shareholders in the general meeting is required to be enclosed with the return. In terms of paragraph I of part III of Schedule XIII to the Act, the appointment and remuneration of managerial personnel shall be subject to approval by a resolution of the shareholders in the general meeting. The said resolution in the general meeting can be passed even after the expiry of 90 days period from the date of appointment by the board of directors and is not required to be filed with the Registrar, so long as the resolution passed by the board of directors has already been enclosed with the said return. If you are a listed company, note- That the Board of Directors of the Company shall have an optimum combination of executive and non-executive directors, independent and non-independent directors.

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