Part II - Reports to be set out | LegalCrystal

6th
NOV

Part II – Reports to be set out

Posted by Rekha Prasad under Corporate Law

PART II

REPORTS TO BE SET OUT

1. If unissued shares or debentures of the company are to be applied in the purchase of a business, a report made by accountants (who shall be named in the statement) upon –

(a) the profits or losses of the business in respect of each of the five financial years immediately preceding the delivery of the statement to the Registrar; and

(b) the assets and liabilities of the business as at the last date to which the accounts of the business were made up.

2. (1) If unissued shares or debentures of the company are to be applied directly or indirectly in any manner resulting in the acquisition of shares in a body corporate which by reason of the acquisition or anything to be done in consequence thereof or in connection therewith will become a subsidiary of the company, a report made by accountants (who shall be named in the statement) with respect to the profits and losses and assets and liabilities of the other body corporate in accordance with sub-clause (2) or (3) of this clause, as the case may require, indicating how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company, and what allowance would have fallen to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired, (h)of clause 3 (or, in the case of the first return, since the incorporation of the company) by persons who are still members or debenture holders and by persons who have ceased to be members or debenture holders respectively, 1[the dates of registration of transfers and the names of transferees or the relevant ledger folio containing particulars thereof];

(c) if the names aforesaid are not arranged in alphabetical order, having annexed thereto an index sufficient to enable the name of any person therein to be easily found.

6. All such particulars, with respect to the persons who at the date of the company’s last annual general meeting are the directors of the company and with respect to any person who at that date is the managing agent, secretaries and treasurers, the manager or the secretary, of the company, as are by this Act required to be contained with respect to directors, the managing agent, secretaries and treasurers, the manager and the secretary respectively in the register of the directors, managing agents, secretaries and treasurers, managers and secretaries of a company 2[together with all such particulars with respect to those who had ceased to hold such office (that is the office of director, managing agent, secretaries and treasurers, manager or secretary) on or before the date of the last annual general meeting and since the date referred to in sub-clause (h) of clause (3) or in the case of the first return, since the incorporation of the company].

FORM

PART II

FORM

Limited

ANNUAL RETURN of Private Limited

made up to the day of 19 being the date of the last annual general meeting of the company.

1. Address.

(Address of the registered office of the company.)

2. Situation of Foreign Registers of Members and Debenture holders.

(a) Name of every State or country outside India in which foreign register is kept.

——————————————————————————————————–

1 Subs. by G. S. R. 631, dated the 23rd April, 1966, for “and the dates of registration of the transfers “, see Gazette of India, 1966, Pt. IT, See. 3(i), V. 789.

2 Ins. by Notifn. No. G. S. R. 279, dated the 17th April, 1958, see Gazette of India, 1958, Pt. II See. 3(i), p. 206.

——————————————————————————————————–

(b) Address of place in each such State or country in which a foreign register is kept.

——————————————————————————————————–

3. Summary of Share Capital and Debentures

(a) Nominal Share Capital.

Nominal share capital – Rs divided into:

(Insert number and class) shares of each

………………………shares of each

(b) 1[Subscribed Share Capital] and Debentures.

Number Class

Number of shares of each class taken shares up to the date of the last annual shares general meeting (which number shares must agree with the total shown shares in the list as held by members on shares that date). Number of shares of each class issued shares subject to payment wholly in cash

——————————————————————————————————–

1. Subs. by G.-S. R. 631, dated the 23rd April, 1966, for “Issued Share Capital”, see Gazette of India, 1966, Pt. II, See. 3(i), p. 789.

——————————————————————————————————–

473

Number Class

Number of shares of each class issued shares.

as fully paid up for a considera- shares.

tion other than cash….. shares.

shares.

Number of shares of each class issued shares

as partly paid up for a considera- issued as paid

tion other than cash and extent up to the ext-

to which each such share is so ent of Rs. per

paid up. share

Number Class

Number of shares of each class taken shares

up to the date of the last annual shares

general meeting (which number shares

must agree with the total shown shares

in the list as held by members on shares

that date).

Number of shares of each class issued shares

subject to payment wholly in cash —- shares

—- shares

——————————————————————————————————–

1. Subs. by G.-S. R. 631, dated the 23rd April, 1966, for “Issued Share Capital”, see Gazette of India, 1966, Pt. II, See. 3(i), p. 789.

——————————————————————————————————–

Number Class

Number of shares of each class issued shares.

as fully paid up for a considera- shares.

tion other than cash….. shares.

shares.

Number of shares of each class issued shares

as partly paid up for a considera- issued as paid

tion other than cash and extent up to the ext-

to which each such share is so ent of Rs. per

paid up. share

issued as paid upto the extent

of Rs per share

issued as paid up to the

extent of Rs per share

shares issued as paid up to

the extent of

Rs……..per share

Number of shares (if any) of each.. shares

class issued at a discount……… shares

…………… shares

Amount of discount on the issue of Rs…….

Rs shares which has not been written

off at the date of last annual

general meeting.

Amount called.. Rs…per share on shares

upon num- Rs…per share on…shares

ber of shares of each…. Rs…per share on shares

class. Rs…per share on…shares

474

Number Class

Total amount of calls received, in-

cluding payments on application

and allotment and any sums re-

ceived on shares forfeited. Rs………

Total amount (if any)

agreed to be con-

sidered as paid on shares

number of shares shares

of each class is- Rs on

sued as fully paid shares

up for a considera- sh as paid up to

the extent of

Rs……..per share

Number of shares (if any) of each.. shares

class issued at a discount……… shares

…………… shares

Amount of discount on the issue of Rs…….

Rs shares which has not been written

off at the date of last annual

general meeting.

Amount called.. Rs…per share on shares

upon num- Rs…per share on…shares

ber of shares of each…. Rs…per share on shares

class. Rs…per share on…shares

474

Number Class

Total amount of calls received, in-

cluding payments on application

and allotment and any sums re-

ceived on shares forfeited. Rs………

Total amount (if any)

agreed to be con-

sidered as paid on shares

number of shares shares

of each class is- Rs on

sued as fully paid shares

up for a considera- shares

tion other than cash.

Total amount (if any)

agreed to be considered as

paid on shares

number of shares shares

of each class is-

sued as partly paid shares

up for a conside- shares

ration other than cash.

Total amount of calls unpaid Rs……..

Total amount of the sums (if any) paid

by way of commission in respect of

any shares or debentures Rs……….

Total amount of the- sums (if any)

allowed by way of discount in res-

pect of any debentures since the

date of the annual general meet-

ing with reference to which the

last annual return was submitted Rs………..

Total number of shares of each class shares

forfeited. shares

475

Total amount paid (if any) on shares Rs……..

forfeited.

Total amount of shares for which share Rs……..

warrants to bearer are outstanding.

Total amount of share warrants to

bearer issued and surrendered res-

pectively since the date of the Issued Rs………

annual general meeting with refer- Surrendered Rs……..

ence to which the last annual re-

turn was submitted.

Number of shares comprised in each

share warrant to bearer, specifying

in the case of warrants of

different kinds, particulars of

each kind.

4. Particulars of Indebtedness.

Total amount of indebtedness of the

company in respect of all charges

(including mortgages) which are

required to be registered with the

Registrar under the Companies Act,

1956 or which would have been

required so to be registered if

created on or after the 1st April,

1914. Rs

——————————————————————————————————–

5. 1[List of Past and Present Members and Debenture Holders]

List of persons holding shares or stock in the company on the day of the annual general meeting, namely, the day of 19 and of persons who have held shares or stock therein at any time since the day of 19 when the previous annual meeting was

——————————————————————————————————–

1. Subs. by Notify. No. S.R.O. 1435, dated the 7th May, 1957, see Gazette of India, 1957, Pt. II, Sec. 3, p. 925, for “List of Past and Present Members”.

——————————————————————————————————–

held, or in the case of the first return, at any time since the

incorporation of the company.

——————————————————————————————————–

Folio in register Names, address, 1[Father's/ Number of sha-

ledger containing descriptions Husband's res held by

particulars and occupations, name] members at date

if any of annual gene-

ral meeting*.

—————————————–

Account of Shares

—————————————–

Particulars of shares transferred 2[Names of transferees R

since the date of the previous an- or the relevant ledger e

nual general meeting or, in the folio containing part- m

case of the first return,since the iculars thereof.] a

company, by (a) persons who are r

still members and (b) persons who k

have ceased to be members. s

———————————

Number Date of registration

of transfer.

——————————————————————————————————–

(a) (b)

——————————————————————————————————–

3[ In the case of a company which has issued debentures particulars about its debenture holders, past and present, should also be furnished under this item, adapting the. form suitably for the purpose.]

*The aggregate number of shares held by each member must be stated, and the aggregates must be added up so as to agree with the number of shares stated in the summary of share capital and debentures to have been taken up.

When the shares are ‘of different classes these columns should be subdivided so that the number of each class held, or transferred, may be shown separately. Where any shares have been converted into stock, the amount of stock held by each member must be shown.

The date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the name of the transferee may be inserted in the ” Remarks ” column immediately opposite the particulars of each transfer.

——————————————————————————————————–

1. Ins. by Notifn. No. G.S.R. 1408, dated the 19th December, 1959, see Gazette of India, 1959, Pt. II, See. 3(ii), p. 1710.

2. Ins. by G. S. R. 631 dated the 23rd April, 1966, see Gazette of India, 1966, Pt. II, See. 3(i), P. 789.

3. Ins. by Notifn. No. S.R.O. 1435, dated the 7th May. 1957, see Gazette of India, 1957, Pt. II, Sec. 3, P. 925.

——————————————————————————————————–

Notes.

1[1. If either of the two immediately preceding returns has given, as at the date of the annual general meeting with reference to which it was submitted, the full particulars required as to the past and present members and the shares held and transferred by them, the return in question may contain only such of the particulars as relate to persons ceasing to be or becoming members since that date or two changes as compared with that date in the number of shares held by a member.]

2. If the names in the list are not arranged in alphabetical order, an index sufficient to enable the name of any person to be readily found must be annexed.

——————————————————————————————————–

1. Subs. by Notifn. No. G.S.R. dated the 21s February 1961, see Gazette of India, 1961, Pt. II, See. 3(i), p. 283.

——————————————————————————————————–

1[6. Particulars of Directors, Managing Agents, Secretaries and Treasurers, Managers and Secretaries, past and present.

A. Particulars of the persons who are directors of the company on the day of the last annual general meeting, namely, the day of 19 and of persons who ceased to be directors on or before that date and since the date referred to in sub-clause (h) of clause 3 of Part I of Schedule V to the Companies Act, 1956, namely, the day of 19.. .. or, in the case of the first return, since the incorporation of the company.

----------------------------------------------------------------------------------------------------------------------

Present name or Any former name Nationality and Usual residential

name and surname or name and surname nationality of origin address

in full (a). in full if different from present

nationality.

----------------------------------------------------------------------------------------------------------------------

1 2 3 4

----------------------------------------------------------------------------------------------------------------------

Business occupation Date of birth Date of Date of cessation,

and particulars of appointment if any

directorships (a) managing

agencies manager ships

held in other companies/

bodies corporate

----------------------------------------------------------------------------------------------------------------------

5 6 7 8

----------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------

Note:-(a) Where the person holds the office of managing director, that fact should be specifically mentioned.

--------------------------------------------------------------------------------------------------------

1. Subs. by Notifn. No. G.S.R. 279, dated the 17th April, 1958, see Gazette of India, 1958, Pt. II, Sec. 3(i), p. 206.

--------------------------------------------------------------------------------------------------------

B. Particulars of the person/persons who is/are managing agent/secretaries and treasurers of the company on the day of the last annual general meeting, namely, the day of 19 and of those who ceased to hold such offices on or before that date and since the date referred to in sub-clause (h) of clause 3 of Part I of Schedule V to the Act, namely, the day of 19 or, in the case of the to first return, since the incorporation of the company.

----------------------------------------------------------------------------------------------------------------------

Where the managing agent Any former name Nationality and nationality

is an individual, present or names and of origin if different

name or names and surname surname in full. from present nationality

in full. Where the managing (b) and (c).

agent is, or secretaries and

treasurers are, a firm, the firm

name (b). Where the managing

agent is, or secretaries and

treasurers are, a body corporate,

the corporate name (c).

----------------------------------------------------------------------------------------------------------------------

1 2 3

----------------------------------------------------------------------------------------------------------------------

Usual residential Particulars of managing Date of appointment Date of

address. (In the agencies, offices of as managing of cessation if any

case of a firm or secretaries and agent/secretaries

body corporate, the treasures directorships and treasurers in the registered or manager ships and company filing the

principal office.) secretary ships (in the the annual return

case of individuals)

held in other companies/

bodies corporate.

----------------------------------------------------------------------------------------------------------------------

4 5 6 7

----------------------------------------------------------------------------------------------------------------------

NOTES: (b) In the case of a firm, the full name, address and nationality of each partner and the date on which each became a partner should be indicated.

(c) In the case of a body corporate, its corporate name and registered or principal office should be shown along with the full name, address and nationality of each of its directors.

C. Particulars of the person who is manager/secretary of the company on the day of the last annual general meeting, namely, the day of 19 and of the person(s) who ceased to be manager/secretary on or before that date and since the date referred to in sub-clause (h) of clause 3 of Part I of Schedule V to the Act, namely, the.... . day of.... 19......, or, in the case of the first return, since the incorporation of the company.

----------------------------------------------------------------------------------------------------------------------

Present name or Any former name Nationality and Usual residential

name and surname or name and surname nationality of origin address

in full (a). in full if different from present

nationality.

----------------------------------------------------------------------------------------------------------------------

1 2 3 4

----------------------------------------------------------------------------------------------------------------------

Business occupation Date of Date of cessation,

and particulars of appointment if any

directorships (a) managing

agencies manager ships

held in other companies/

bodies corporate

----------------------------------------------------------------------------------------------------------------------

5 6 7

----------------------------------------------------------------------------------------------------------------------

NOTE: d) Where the person holds the office of managing director, the fact should be specifically mentioned.

Signed...............,Director,

Signed...............,Director/Managing

Director/Managing

Agent/Secretaries

and Treasurers/ Manager/Secretary.]

“Director” includes any person who occupies the position of a director by whatsoever name called, and any person in accordance with whose directions or instructions the Board of Directors of the company is accustomed to act.

“Name” includes a “forename”, and “surname” in the case of a person usually known by a title different from his surname, means that title.

“Former name” and “former surname” do not include –

(a) in the case of a person usually known by a title different from his surname, the name by which he was known previous to the adoption of or succession to the title; or

(b) in the case of any person, a former name or surname where that name or surname was changed or disused before the person bearing the name attained the age of eighteen years or has been changed or disused for a period of not less than twenty years; or

The names of all bodies corporate incorporated or carrying on business in India of which the director, managing agent, secretaries and treasurers, manager or secretary is also a director, managing agent, secretaries and treasurers, manager or secretary should be given, except bodies corporate of which the company making the return is the wholly-owned subsidiary or bodies corporate which are the wholly-owned subsidiaries either of the company or of another body corporate of which the company is the wholly-owned subsidiary. A body corporate is deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other’s wholly-owned subsidiaries and its or their nominees. If the space provided in the form is insufficient, particulars of other directorships, managing agencies, offices of secretaries and treasurers, manager ships, or secretary ships should be listed on a separate statement attached to this return.

Dates of birth need only be given in the case of a company which is subject to section 280 of the Companies Act, 1956, namely, a company which is not a private company or which, being a private company, is the subsidiary of a public company.

Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated.

*Delivered for filing by………………………….

1* * * * * *

2[Certificate to be given by a Director and the Managing Agent/ Secretaries and Treasurers/Manager/Secretary or two Directors of every company:

We certify that the return states the facts as they stood on the date of the annual general meeting aforesaid correctly and completely].

——————————————————————————————————–

* This should be printed at the bottom of the first page of the return.

1 The heading ” CERTIFICATES AND OTHER DOCUMENTS ACCOMPANYING ANNUAL RETURN ” omitted by Notifn. No. S.R.O. 1435, dated the 7th May, 1957, see Gazette of India, 1957, Pt. II, Sec. 3, p. 925.

2. Ins. by Notifn. No. G.S.R. 1177, dated the 8th December, 1958, see Gazette of India, 1958, Pt. II, Sec. 3(i), p. 1217.

——————————————————————————————————–

Certificate to be given by a Director and the Managing Agent/ Secretaries and Treasurers, Manager/Secretary or by/ two Directors of every Private Company

We certify that the company has not since the date of [the in-corporation of the company/the annual general meeting with reference to which the last annual return was submitted] issued any invitation to the public to subscribe for any shares or debentures of the company.

1 [Signed............... Director

Signed.................. Director/Managing Director Managing Agent, Secretaries and Treasurers, Manager, Secretary.]

Further Certificate to be given as aforesaid if the number of Members of the Company exceeds Fifty

We certify that the excess of the number of members of the company over fifty consists wholly of persons who, under sub-clause (b) of clause of section 3 of the Companies Act, 1956, are not to be included in reckoning the number of fifty.

1 [Signed.............Director

Signed................Director/Managing Director

Managing Agent, Secretaries and

Treasurers,

Manager,

Secretary.]

2* * * * * *

——————————————————————————————————–

In the case of the first return strike out the second alternative. In the case of a second or subsequent return strike out the first alternative.

1. Subs. by Notifn. No. G.S.R. 279, dated the 17th April, 1958, see Gazette of India, 1958. Pt. II, Sec. 3(i), P. 206.

2. The heading “Certified copies of Accounts” and the paragraph thereunder omitted by Notifn. No. S.R.O. 1435, dated the 7th May, 1957, see Gazette of India, 1957, Pt. II, Sec. 3, p. 925.

——————————————————————————————————–

1[7. Names and addresses of, and number of equity shares held, by each of the following, namely: (folio Nos. may also, be given).

--------------------------------------------------------------------------------------------------------

No. of Shares Amount of the total

equity share capital

--------------------------------------------------------------------------------------------------------

(a) Foreign holdings

(i) Foreign collaborators . . . . . ..

(ii) Foreign Financial institutions . . . ...

(iii) Foreign nationals . . . . . . ..

-----------------------

TOTAL. .. . .. ..

-----------------------

(b) Governments/Government sponsored Financial Institutions

(i) Life Insurance Corporation of India .. . .

(ii) Unit Trust of India . . .. . .

(iii) Industrial Finance Corporation . .. . .

(iv) Industrial Development Bank of India . . ... .

(v) Industrial Credit and Investment Corporation of India . ..

(vi) General Insurance Corporation of India . . .

(vii) Nationalised Banks . . . . .

(viii) Government companies . . . . .

(ix) Central Government . . . . . .

(x) State Governments . . . . . .

(vi) State Financial Corporations . . . . . .

------------------------

TOTAL . .. .. ..

-------------------------

——————————————————————————————————–

1. Ins. by Notifn. No. G.S.R. 1519, dated 15-10-1976.

——————————————————————————————————–

(d) Directors and their relatives (as defined in section 6), their share holdings and directorships . . . . . . .. .. .

(e) Other top 50 share-holders (other than those listed above) . . .. .

LegalCrystal – Blog

Part II – Reports to be set out

Leave a Reply

Post Meta