Part II – Reports to be set out

Companies Act – 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 fivefinancial 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 applieddirectlyor indirectly in any mannerresultinginthe acquisitionofsharesin a body corporate which byreasonofthe acquisitionor anything to be done inconsequencethereof 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 casemay require, indicating how the profits orlossesofthe 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 allowancewouldhave fallen to be made, in relationtoassetsand liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired, (h)ofclause 3 (or, in the case of the firstreturn,since theincorporation of the company) by persons whoarestill membersor debenture holders and by persons who haveceased to be members or debenture holders respectively, 1[thedates 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 toenable 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 managingagent, secretaries and treasurers,themanager 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 thedirectors, managing agents, secretaries and treasurers, managers andsecretaries of a company 2[togetherwith all such particulars with respect to those who had ceased to hold such office (that isthe office of director, managingagent,secretariesand treasurers,manager or secretary) on or before the date ofthe last annualgeneral meeting and since the date referred to in sub-clause (h)ofclause(3) or in the case of thefirstreturn, sincethe 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.
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1Subs. 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.
2Ins. by Notifn.No. G. S. R. 279, dated the 17th April, 1958, see Gazette of India, 1958, Pt. II See. 3(i), p. 206.
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(b)Address of place in each such State or country in which a foreign register is kept.
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3.Summary of Share Capital and Debentures
(a)Nominal Share Capital.
Nominal share capital – Rsdivided into:
(Insert number and class) shares ofeach
………………………shares of each
………………………shares of each
………………………shares of each
(b)1[Subscribed Share Capital] and Debentures.
NumberClass
Number of shares of each class takenshares up to the date of the last annualshares general meeting (which numbershares must agree with the total shownshares in the list as held by members onshares that date). Number of shares of each class issuedshares subject to payment wholly in cash
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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.
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473
NumberClass
Number of shares of each class issuedshares.
as fully paid up for a considera-shares.
tion other than cash…..shares.
shares.
Number of shares of each class issuedshares
as partly paid up for a considera-issued as paid
tion other than cash and extentup to the ext-
to which each such share is soent of Rs. per
paid up.share
NumberClass
Number of shares of each class takenshares
up to the date of the last annualshares
general meeting (which numbershares
must agree with the total shownshares
in the list as held by members onshares
that date).
Number of shares of each class issuedshares
subject to payment wholly in cash—-shares
—-shares
—-shares
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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.
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NumberClass
Number of shares of each class issuedshares.
as fully paid up for a considera-shares.
tion other than cash…..shares.
shares.
Number of shares of each class issuedshares
as partly paid up for a considera-issued as paid
tion other than cash and extentup to the ext-
to which each such share is soent of Rs. per
paid up.share
shares
issued as paid upto the extent
of Rs per share
shares
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
……………shares
Amountof discount on the issue ofRs…….
Rsshares which has not been written
off at the date oflastannual
general meeting.
Amount called..Rs…per share onshares
upon num-Rs…per share on…shares
ber of shares of each….Rs…per share onshares
class.Rs…per share on…shares
474
NumberClass
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 onshares
number of sharesshares
of each class is-Rson
sued as fully paidshares
up for a considera-shas paid up to
the extent of
Rs……..per share
Number of shares (if any) of each..shares
class issued at a discount………shares
……………shares
……………shares
Amountof discount on the issue ofRs…….
Rsshares which has not been written
off at the date oflastannual
general meeting.
Amount called..Rs…per share onshares
upon num-Rs…per share on…shares
ber of shares of each….Rs…per share onshares
class.Rs…per share on…shares
474
NumberClass
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 onshares
number of sharesshares
of each class is-Rson
sued as fully paidshares
up for a considera-shares
tion other than cash.
Total amount (if any)
agreed to be considered as
paid onshares
number of sharesshares
of each class is-
sued as partly paidshares
up for a conside-shares
ration other than cash.
Total amount of calls unpaidRs……..
Total amount of the sums (if any) paid
by way of commission in respect of
any shares or debenturesRs……….
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 submittedRs………..
Total number of shares of each classshares
forfeited.shares
shares
shares
475
Total amount paid (if any) on sharesRs……..
forfeited.
Total amount of shares for which shareRs……..
warrants to bearer are outstanding.
Total amount of share warrants to
bearer issued and surrendered res-
pectively since the date of theIssuedRs………
annual general meeting with refer-Surrendered Rs……..
ence to which the last annual re-
turn was submitted.
Number of shares comprised ineach
share warrant to bearer, specifying
inthecaseofwarrantsof
differentkinds,particularsof
each kind.
4. Particulars of Indebtedness.
Total amount of indebtedness of the
companyin respect of allcharges
(includingmortgages)whichare
required to be registered withthe
Registrar under the CompaniesAct,
1956orwhichwouldhavebeen
requiredsoto beregisteredif
created on or after the 1st April,
1914.Rs
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5.1[List of Past and Present Members and Debenture Holders]
List of persons holding shares or stock in the company on the day oftheannualgeneral meeting, namely, thedayof19and of personswho have held shares or stock therein at any time since the day of 19 when the previous annual meeting was
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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”.
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held,orinthe case of the first return, atanytimesincethe
incorporation of the company.
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Folio in registerNames, address,1[Father’s/Number of sha-
ledger containingdescriptionsHusband’sres held by
particularsand occupations,name]members at date
if anyof annual gene-
ral meeting*.
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Account of Shares
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Particulars of shares transferred2[Names of transfereesR
since the date of the previous an-or the relevant ledgere
nual general meeting or, in thefolio containing part-m
case of the first return,since theiculars thereof.]a
company, by (a) persons who arer
still members and (b) persons whok
have ceased to be members.s
———————————
NumberDate of registration
of transfer.
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(a)(b)
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3[Inthecaseof acompanywhichhasissueddebentures particulars about its debenture holders, past and present, should also befurnishedunder this item, adapting the. formsuitablyforthe purpose.]
*Theaggregatenumber of shares held by eachmembermustbe stated,and the aggregates must be added up so as to agreewiththe number of shares stated in the summary of share capital and debenturesto 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 asthenumber 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.
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1.Ins.by Notifn.No. G.S.R. 1408, datedthe19thDecember, 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.
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Notes.
1[1.If eitherof the two immediatelyprecedingreturns has given, as at the date of the annual general meeting with referenceto 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 asrelate 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.Ifthe names in the list are notarrangedinalphabetical order, an index sufficient to enable the name of anypersontobe readily found must be annexed.
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1.Subs. by Notifn.No. G.S.R. dated the 21s February1961, see Gazette of India, 1961, Pt.II, See. 3(i), p. 283.
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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 theday of the last annual general meeting, namely, thedayof 19 andof persons who ceased to be directors on or before that dateand since the date referred to in sub-clause (h) of clause 3 of Part Iof ScheduleV to the Companies Act, 1956, namely, theday of19…. or,in the case of the first return, since the incorporationofthe company.
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Present name orAny former nameNationality andUsual residential
name and surnameor name and surnamenationality of originaddress
in full (a).in fullif different from present
nationality.
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1234
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Business occupationDate of birthDate ofDate of cessation,
and particulars ofappointmentif any
directorships (a) managing
agencies manager ships
held in other companies/
bodies corporate
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5678
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Note:-(a)Wherethepersonholdstheofficeofmanaging director, that fact should be specifically mentioned.
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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.
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B.Particulars of the person/persons who is/are managing agent/secretaries and treasurers of the company on the day of the last annual generalmeeting, namely, theday of19 and ofthosewho 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 Vto theAct, namely, theday of19or, in the case of theto first return, since the incorporation of the company.
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Where the managing agentAny former nameNationality and nationality
is an individual, presentor names andof origin if different
name or names and surnamesurname 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).
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123
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Usual residentialParticulars of managingDate of appointmentDate of
address. (In theagencies, offices ofas managing ofcessation if any
case of a firm orsecretaries andagent/secretaries
body corporate, thetreasures directorshipsand treasurers in theregistered ormanager ships andcompany filing the
principal office.)secretary ships (in thethe annual return
case of individuals)
held in other companies/
bodies corporate.
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4567
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NOTES:(b)In the case of a firm, the full name, addressand nationalityofeachpartner and the date onwhicheachbecamea 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.Particularsof the person who is manager/secretary ofthe 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/secretaryonor beforethat date and since the date referred to in sub-clause (h) of clause3of Part I of Schedule V to the Act, namely, the…..day of….19……,or,in the case of thefirstreturn,sincethe incorporation of the company.
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Present name orAny former nameNationality andUsual residential
name and surnameor name and surnamenationality of originaddress
in full (a).in fullif different from present
nationality.
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1234
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Business occupationDate ofDate of cessation,
and particulars ofappointmentif any
directorships (a) managing
agencies manager ships
held in other companies/
bodies corporate
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567
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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”includesany person who occupies the position of a director by whatsoever name called, and any person in accordancewith whose directions or instructions the Board of Directors of the company is accustomed to act.
“Name”includesa “forename”, and “surname” in thecaseofa 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)inthecase of any person, a former nameor surname where that name or surname was changed or disused beforethe person bearing the name attained the age of eighteen years or hasbeenchanged or disused for a period of notlessthan twenty years; or
(c)inthe case of a married woman the name or surname by which she was known previous to the marriage.
Thenamesof all bodies corporate incorporated or carrying on businessin India of which the director, managing agent, secretaries and treasurers, manager or secretary is also a director, managing agent, secretariesand treasurers, manager or secretaryshould be given, except bodies corporate of which the company making the return is thewholly-ownedsubsidiary or bodies corporate which are the wholly-owned subsidiarieseither of the company or ofanotherbody 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 inthe formisinsufficient, particulars of other directorships, managing agencies, offices of secretaries and treasurers,manager ships, or secretary shipsshould 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 tosection 280 of the CompaniesAct,1956, namely, a companywhich is not a private company or which,beingaprivate 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[Certificateto be given by a Director and the ManagingAgent/ 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 annualgeneralmeetingaforesaidcorrectly and completely].
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*This should be printed at the bottom of the first page ofthe return.
1Theheading ” CERTIFICATES AND OTHERDOCUMENTSACCOMPANYING ANNUALRETURN” omitted by Notifn.No. S.R.O. 1435, datedthe 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.
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Certificatetobe given by a Director and theManagingAgent/ Secretaries and Treasurers, Manager/Secretary or by/ two Directorsof every Private Company
We certify that the company has not since the date of[thein-corporationof the company/the annual general meeting withreference to which the last annual return was submitted] issued anyinvitation to the public to subscribe for any shares or debenturesofthe company.
1 [Signed…………… Director
Signed……………… Director/Managing Director ManagingAgent, Secretaries and Treasurers, Manager, Secretary.]
Further Certificate to be given as aforesaid if thenumber 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 tobe included in reckoning the number of fifty.
1 [Signed………….Director
Signed…………….Director/Managing Director
ManagingAgent, Secretariesand
Treasurers,
Manager,
Secretary.]
2******
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In the case of the first returnstrikeoutthesecond alternative. In the case of a second or subsequent return strikeout 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” andtheparagraph thereunderomittedby Notifn.No. S.R.O. 1435, dated the7thMay, 1957, see Gazette of India, 1957, Pt.II, Sec. 3, p. 925.
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1[7. Names and addresses of, and number of equity shares held, by each of the following, namely: (folio Nos. may also, be given).
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No. of SharesAmount of the total
equity share capital
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(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…….
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(c)Bodies Corporate [not covered under (a) and (b) above]……. . .
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1.Ins. by Notifn.No. G.S.R. 1519, dated 15-10-1976.
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(d)Directorsand their relatives (as defined in section 6), their share holdings and directorships………..
(e)Othertop50 share-holders (other than those listed above) …..

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