, section 448 and 449 of the Companies Act, 2013 which provide
for punishment for fraud, punishment for false statement and
punishment for false evidence respectively.
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To be digitally signed by
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Director
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DSC BOX
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| DIN of the director
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| To be digitally signed by
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DSC BOX
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| oCompany Secretary
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| oCompany Secretary in practice
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Membership number
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| Certificate of Practice number
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Attachments
List of attachments
1. list of share holders, debenture holders;
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| 2. Approval letter for extension of AGM;
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Attach
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| 3. Copy of MGT-8;
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Attach
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| 4. Optional Attachment(s), if any.
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Attach
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Remove Attachment
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Modify
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Check Form
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Prescutiny
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Submit
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| This e-Form has been taken on file maintained by the
registrar of companies through electronic mode and on the basis
of statement of correctness given by the company
|}
Form No. MGT-8
[Pursuant to section 92(2) of the Companies
Act, 2013 and rule 11(2) of Companies(Management and
Administration) Rules, 2014]
CERTIFICATE BY A
COMPANY SECRETARY IN PRACTICE
I/ We have examined the registers, records and books and
papers of———Limited/Private Limited(the Company) as
required to be maintained under the Companies Act, 2013 (the Act)
and the rules made thereunder for the financial year ended on
——— , 20—-. In my/ our opinion and to the best of my
information and according to the examinations carried out by me/
us and explanations furnished to me/ us by the company, its
officers and agents, I/ we certify that:
A. the Annual Return states the facts as at the close of the
aforesaid financial year correctly and adequately.
B. during the aforesaid financial year the Company has
complied with provisions of the Act & Rules made there under
in respect of:
1. its status under the Act;
2. maintenance of registers/records & making entries
therein within the time prescribed therefor;
3. filing of forms and returns as stated in the annual return,
with the Registrar of Companies, Regional Director, Central
Government, the Tribunal, Court or other authorities
within/beyond the prescribed time;
4. calling/ convening/ holding meetings of Board of Directors
or its committees, if any, and the meetings of the members of the
company on due dates as stated in the annual return in respect of
which meetings, proper notices were given and the proceedings
including the circular resolutions and resolutions passed by
postal ballot, if any, have been properly recorded in the Minute
Book/registers maintained for the purpose and the same have been
signed;
5. closure of Register of Members / Security holders, as the
case may be.
6. advances/loans to its directors and/or persons or firms or
companies referred in section 185 of the Act;
7. contracts/arrangements with related parties as specified in
section 188 of the Act;
8. issue or allotment or transfer or transmission or buy back
of securities/ redemption of preference shares or debentures/
alteration or reduction of share capital/ conversion of shares/
securities and issue of security certificates in all instances;
9. keeping in abeyance the rights to dividend, rights shares
and bonus shares pending registration of transfer of shares in
compliance with the provisions of the Act
10. declaration/ payment of dividend; transfer of unpaid/
unclaimed dividend/other amounts as applicable to the Investor
Education and Protection Fund in accordance with section 125 of
the Act;
11. signing of audited financial statement as per the
provisions of section 134 of the Act and report of directors is
as per sub - sections (3), (4) and (5) thereof;
12. constitution/ appointment/ re-appointments/ retirement/
filling up casual vacancies/ disclosures of the Directors, Key
Managerial Personnel and the remuneration paid to them;
13. appointment/ reappointment/ filling up casual vacancies of
auditors as per the provisions of section 139 of the Act;
14. approvals required to be taken from the Central
Government, Tribunal, Regional Director, Registrar, Court or such
other authorities under the various provisions of the Act;
15. acceptance/ renewal/ repayment of deposits;
16. borrowings from its directors, members, public financial
institutions, banks and others and creation/ modification/
satisfaction of charges in that respect, wherever applicable;
17. loans and investments or guarantees given or providing of
securities to other bodies corporate or persons falling under the
provisions of section 186 of the Act ;
18. alteration of the provisions of the Memorandum and/ or
Articles of Association of the Company;
Place:Date:
Signature:Name of Company Secretary in
practices:C.P. No.
Note: The qualification, reservation or adverse remarks, if
any, may be stated at the relevant place(s).
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on _______
[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:-
Sl. 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
1
2
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
% 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)
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 upto
Rs. 1 lakh
ii) Individual shareholders holding nominal share capital in
excess of Rs 1 lakh
c) Others(specify)
Sub-total (B)(2):-
Total Public Shareholding (B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C)
(ii) Shareholding of Promoters
Sl.No.
Shareholder’s Name
Shareholding at the beginning of the year
Share holding at the end of 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
% change in share holding during the year
1
2
3
Total
(iii) Change in Promoters' Shareholding ( please specify,
if there is no change)
Sl.No.
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):
Sl.No.
Shareholding at the beginning of the year
Cumulative Shareholding during the year
For Each of the Top 10 Shareholders
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 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:
Sl.No.
Shareholding at the beginning of the year
Cumulative Shareholding during the year
For Each of the Directors and KMP
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 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:
Sl.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:
Sl.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 Key Managerial Personnel Other Than
MD/MANAGER/WTD
Sl.no.
Particulars of Remuneration
Key Managerial Personnel
CEO
Company Secretary
CFO
Total
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
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
[***] [Omitted by Notification No. G.S.R. 560(E), dated 13.6.2018 (w.e.f. 31.3.2014)]
{|
Form No. MGT-10
Changes in shareholding position of promoters
and top ten shareholders
[Pursuant to section 93 of the Companies Act,
2013 and rule 13 of the Companies(Management and
Administration) Rules, 2014]
1. (a) CIN:
(b) GLN:
2. (a) Name of the company:
(b) Registered office address:
(c) E-mail id:
3. Name of the stock exchange where the shares of the company
are listed:
(i)
(ii)
4. Details of change in shareholding position of promoters:
{|
Name of the Promoter
No. of shares held before the change
% of shareholding before the change
Change in share holding in number of shares(+)
Increase (-) decrease
No. of shares held after the change
(1)
(2)
(3)
(4)
(5)
% of shareholding after the change
Reason for change
No. of shares pledged/encumbered after the change
Remarks
(6)
(7)
(8)
|-
|
|-
| 5. Details of change in shareholding position of top ten share
holders:
|-
| {|
|-
| Name of the share holders
| No. of shares held before the change
| % of shareholding before the change
| Change in share holding in number of shares(+)
Increase (-) decrease
| No. of shares held after the change
|-
| (1)
| (2)
| (3)
| (4)
| (5)
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| % of shareholding after the change
| Reason for change
| No. of shares pledged/encumbered after the change
| Remarks
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| (6)
| (7)
| (8)
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Form No. MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies
Act, 2013 and rule 19(3) of the Companies(Management and
Administration) Rules, 2014]
CIN:
Name of the company:
Registered office:
Name of the member (s) :
Registered address :
E-mail Id:
Folio No/ Client Id :
DP ID :
I/We, being the member (s) of ………….
shares of the above named company, hereby appoint
1. Name : ……………………
Address :
E-mail Id :
Signature :……………., or
failing him
2. Name : ……………………
Address:
E-mail Id :
Signature:……………., or
failing him
3. Name : ……………………
Address:
E-mail Id:
Signature:…………….
as my/our proxy to attend and vote (on a poll) for me/us and
on my/our behalf at the…………. Annual
general meeting/ Extraordinary general meeting of the company,
to be held on the…… day of……. At……….
a.m. / p.m. at………………(place)
and at any adjournment thereof in respect of such resolutions as
are indicated below :
Resolution No.
1………………………………….
2…………………………………
3……………………………….
Signed this…… day of………
20….
Signature of shareholder
Affix Revenue Stamp
Signature of Proxy holder(s)
Note: This form of proxy in order to be effective should
be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the
Meeting.
Form No. MGT-12
Polling Paper
[Pursuant to section 109(5) of the Companies
Act, 2013 and rule 21(1)(c) of the Companies(Management and
Administration) Rules, 2014]
Name of the Company:
Registered office:
BALLOT PAPER
S No.
Particulars
Details
1.
Name of the First Named Shareholder (In block letters)
2.
Postal address
3.
Registered folio No. / *Client ID No.(*Applicable to investors
holding shares in dematerialised form)
4.
Class of Share
I hereby exercise my vote in respect of
Ordinary/ Special resolution enumerated below by recording my
assent or dissent to the said resolution in the following manner:
No
Item No.
No. of shares held by me
I assent to the resolution
I dissent from the resolution
1.
Place:Date:
(Signature of the shareholder)
Form No. MGT-13
Report of Scrutinizer(s)
[Pursuant to rule section 109 of the
Companies Act, 2013 and rule 21(2) of the Companies(Management
and Administration) Rules, 2014]
To,
__________________________
Chairman
______________ Annual / Extraordinary General Meeting of the
Equity Shareholders of ___________ Limited
Held on ______________ at _________________
Dear Sir,
I/We, ____________________________, *and
___________________________, appointed as Scrutinizer(s) for the
purpose of the poll taken on the below mentioned resolution(s),
at the___________ meeting of the Equity Shareholders of
______________Limited, held on______________at___________,
submit our report as under:
1. After the time fixed for closing of the poll by the
Chairman, ________ ballot boxes kept for polling were locked in
my/our presence with due identification marks placed by me/us.
2. The locked ballot boxes were subsequently opened in my/our
presence and poll papers were diligently scrutinized. The poll
papers were reconciled with the records maintained by the
Company / Registrar and Transfer Agents of the Company and the
authorizations / proxies lodged with the Company.
3. The poll papers, which were incomplete and/or which were
otherwise found defective have been treated as invalid and kept
separately.
OR
I/We did not find any poll papers invalid.
* Not applicable if there is only one scrutinizer
appointed.
4. The result of the Poll is as under:
(a) Resolution_______ -
________________________________________
(Reproduce Item No. and heading of the Resolution)
(i) Votedin favourof the resolution:
Number of members present and voting(in
person or by proxy)
Number of votes cast by them
% of total number of valid votes cast
(ii) Votedagainstof the resolution:
Number of members present and voting(in
person or by proxy)
Number of votes cast by them
% of total number of valid votes cast
(iii)Invalidvotes :
Total number of members(in person or by
proxy)whose votes were declared invalid
Total number of votes cast by them
(a) Resolution_______ -
________________________________________
(Reproduce Item No. and heading of the Resolution)
(i) Votedin favourof the resolution:
Number of members present and voting(in
person or by proxy)
Number of votes cast by them
% of total number of valid votes cast
(ii) Votedagainstof the resolution:
Number of members present and voting(in
person or by proxy)
Number of votes cast by them
% of total number of valid votes cast
(iii)Invalidvotes :
Total number of members(in person or by
proxy)whose votes were declared invalid
Total number of votes cast by them
——————-(Enumerate depending on the number of
resolutions for which poll is taken)
5. A Compact Disc (CD) containing a list of equity
shareholders who voted "FOR", "AGAINST" and
those whose votes were declared invalid for each resolution is
enclosed.
6. The poll papers and all other relevant records were sealed
and handed over to the Company Secretary / Director authorized
by the Board for safe keeping.
Thanking you,
Yours faithfully,
Place:Date:
________________________________________________________________________________Name/s
and Signature/s of the Scrutiniser/ s
FORM NO.MGT.14[Pursuant to section 94 (1) , 117(1) of The Companies Act, 2013 and section 192 of the Companies Act, 1956 and rules made thereunder]|
Filing or Resolutions and agreements to the Registrar
Form languageEnglishHindiRefer the instruction kit for filing the form.|-
1.| (a) *Corporate identity number (CIN) of company| | | |-
| (b) Global location number (GLN) of company| | | |-
2.| (a) Name of the company| |-
| (b) Address of the registered office of the company| |-
| (c) *e-mail ID of the company| |-
{|
3.
*Registration of
Resolution(s)
Agreement
Postal ballot resolution(s) under Section 110
Proposed resolution under section 94(1)
|-
| 4.| Date of dispatch of notice for passing of|-
| | (a) Resolution(s)| | | (DD/MM/YYYY)|-
| | (b) Postal ballot resolution(s)| | | (DD/MM/YYYY)|-
| 5.| Date of passing of|-
| | (a) Resolution(s)| | | (DD/MM/YYYY)|-
| | (b) Postal ballot resolution(s)| | | (DD/MM/YYYY)|-
| 6.| Number of resolution(s) for which the form is being filed| |-
| | Details of the resolution|-
| | I.|-
| {|
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| (a)(i)
| Section of the Companies Act, 2013 under which passed
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| Section of the Companies Act, 1956 under which passed
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| Purpose of passing the resolution
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| If others, mention the section and purpose
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| Subject matter of the resolution
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| (d)
| Mention whether resolution passed by postal ballotYesNo
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| (e)
| Indicate the authority passing or agreeing to the resolution
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| Board of directorsShareholdersClass of shareholdersCreditors
Whether ordinary or special resolution or with requisite
majority
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| (f)
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| Ordinary resolutionSpecial resolutionRequisite majority
|}
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| | |-
| 7.| (a) In case of alteration in object clause, whether there is any change in the industrial activity of the company|-
| | YesNo|-
| | (b) If yes, provide the main division of new industrial activity of the company| |-
| | Description of the main division|-
| | |-
| 8.| In case of voluntary winding up under section 304, provide the following details|-
| | (a) Mode of winding upMembers'Creditors|-
| | (b) Date of commencement of winding up| | (DD/MM/YYYY)|-
| | (c) Number of liquidators| |-
| | Details of liquidator(s)|-
| | I.|-
| {|
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| Income-tax permanent account number (Income-tax PAN)
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| 9.| Details of agreement|-
| {|
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| (a)
| Date of agreement
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| (DD/MM/YYYY)
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| (b)(i)
| Section of the Companies Act, 2013 under which entered
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| Section of the Companies Act, 1956 under which entered
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| Purpose of entering into the agreement
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| If others, mention the section and purpose
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| Subject matter of the agreement
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| (e)
| Indicate the authority adopting the agreement
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| Board of directorsShareholdersClass of shareholdersCreditors
|}
|-
| | |-
| 10.| Service request number(SRN) of Form INC.28| |-
| 11.| Total number of members as on the date of filing| |-
| | |-
| | Attachment| | List of Attachments|-
| | 1. Copy(s) of resolution(s) along with copy of explanatory statement under section 102| | |-
| | 2. Altered memorandum of association| |-
| | 3. Altered articles of association| |-
| | 4. Copy of agreement| |-
| | 5. Optional attachment(s) - if any| |-
| | | | | |-
| | |-
| | Declaration|-
| | |-
| | I am authorized by the Board of Directors of the Company vide resolution numberDated(DD/MM/YYYY) to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. I further declare that :|-
| | 1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company.|-
| | 2. All the required attachments have been completely and legibly attachment to this form. If is also certified that copy of the resolution(s) or agreement(s) filed herewith is or are a ture copy(s) of the original.|-
| | 3. Any application, writ petition or suit had not been filed regarding the matter in respect of which this petition/application has been made, before any court of law or any other authority or any other Bench or the Board and not any such application, writ petition or suit is pending before any of them.|-
| | |-
| | *To be digitally signed by| |-
| | *Designation| |-
| | Name of liquidator| |-
| | *Director identification number of the director; or Income-tax| |-
| | PAN of the liquidator; DIN or Income-tax PAN of manager or|-
| | CEO or CFO; or membership number of Company secretary;|-
| | Note: Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false statement and punishment for false evidence respectively|-
| | |-
| | | | | |-
| | |-
| | For office use only:| | |-
| | e-Form Service request number (SRN)| | eForm filing date| (DD/MM/YYYY)|-
| | This e-Form is hereby registered|-
| | Digital signature of the authorising officer| | |-
| | Date of signing| | (DD/MM/YYYY)
|}
[FORM NO. MGT-15] [Substituted by Notification No. G.S.R. 175(E), dated 16.2.2018 (w.e.f. 31.3.2014).]
Form for filing Report on Annual General Meeting
[Pursuant to section 121(1) of the Companies Act,2013 and Rules 31(2) of Companies (Management)and Administration) Rules, 2014]
Form language
English
Hindi
Refer the instruction kit for filing the form
1.
(a) *Corporate identity number (CIN) of company
{|
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| (b) Global location number (GLN) of Company
|
|
|-
| 2.
| (a) Name of the Company
|
|-
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| (b) Registered office address
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|-
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| (c) E-mail id
|
|}
3.
Details of the Meeting
(i) *Date of the Annual General Meeting
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| (ii) Day of AGM
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| (iii) *Start time of AGM
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| *End time of AGM
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| (iv) *Venue of the Annual General Meeting
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(v) *Whether chairman of the meeting appointed
Yes
No
(vi) *Name of the chairman
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| (vii) *Number of members attended the meeting
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| (viii) *Whether the requisite quorum is present
| YesNo
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| (ix) *Business transacted at the meeting and result thereof
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| (x) *Particulars with respect to any adjournment of meeting and change in venue
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| (xi) *Particulars with respect of postponement of meeting and change in venue
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| (xii) *Any other points relevant for inclusion in the Report
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| * Fair summary of proceedings of the meeting.
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| 5.
| * Confirmed that the meeting was called, convened, held and conducted as per the provisions of the Act, the rules and secretarial standards made thereunder.
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Attachments
List of attachments
1.
* Optional attachments(s) - if any
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Declaration
To the best of my knowledge and belief, the information given in this form and its attachments is correct and complete
To be digitally signed by the Chairman
OR
To be digitally signed by
Designation
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DIN of the director; or DIN or PAN of the manageror CEO or CFO; or membership number of thecompany secretary
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Note: Attention is drawn to provisions of Section 448 and 449 which provide for punishment for false statement/certificate and punishment for false evidence respectively.
This eForm has been taken on file maintained by the registrar of companies through electronic mode and on the basis of statement of correctness given by the filling company