FORM II - Form of application for approval of the Central Government for the appointment of sole buying agent by a company - Companies (Appointment of Sole Agents) Rules, 1975

FORM II [1] Form of application for approval of the Central Government for the appointment of sole buying agent by a company [ Pursuant to section 294AA of the Companies Act, 1956 and rule 2 of the Companies ( Appointment of Sole Agents) Rules, 1975 ] To view Form, Click Here FORM II[ - Form of application for approval of the Central Government for the appointment of sole buying agent by a company Instructions for filling of e-Form II S No. Detailed Instructions Note : Instructions are not provided for the fields which are self explanatory. If it is required to file e-Form 23 in relation to the resolution passed for appointment of sole buying agent; ensure that filing of e-Form 23 precedes filing of this E-Form. Refer the relevant provisions of the Companies Act, 1956 and rules made there under with respect to the matter dealt in this e-Form. 1 ( a ) Enter the 'Corporate Identity Number' (CIN) of the company You may find CIN by entering your existing registration number in the Find CIN/GLN service at the portal. www.mca.gov.in 2 ( a ), ( b ) Click the "Pre-fill" button. System will automatically display the name and registered office address of the company. S No. Detailed Instructions 3 If your company has bought any goods or commodities or raw material through agents during the last three years then enter the details for the same for the last three years. In the given three blocks separately for all goods: Enter the description of the goods or commodities bought and of the raw material purchased. Enter financial year for which the details to be entered, and enter unit of measurement, and enter quantity with its value for purchased, consumed and stock left over quantity. 4 If your company has purchased any goods through sole agent during the last three years then provide the following details for the same: Financial year in which goods have been purchased with the description of the purchase. Unit of measurement, quantity and value of purchase and name of agent through whom goods have been purchased. Rate of commission and the amount of commission paid. 5 If proposed sole buying agent is a company then enter CIN of the company You may find CIN by entering your existing registration number in the Find CIN/GLN service at the portal. www.mca.gov.in Click the "Pre-fill' button. System will automatically display the name and registered office address of the sole selling agent company. Please enter the complete address if the address displayed is not complete. Enter the nature of organisation and principal business of the sole selling agent company. If proposed sole buying agent is a person or a firm. Enter the name, nature of organisations, address and principal business of the person or firm. 6 Describe the structure and size of the business organization of the sole buying agent which would be utilized for conducting the purchase on behalf of the company. 7 If you are reappointing the sole buying agent then enter details relating to the previous appointment: Period of previous appointment Rate of commission paid during that period. 8 If your company has appointed other sole buying agents in some other areas for same kind of goods purchased then specify the term of remuneration paid/payable to those agents. 9 Select whether any expenditure has been incurred in the last three years by the sole buying agents over the organization for buying arrangements, if yes then enter: Financial year in which expenditure incurred, name of the agent and the amount of expenditure. S No. Detailed Instructions 10 Enter following details for if remuneration paid to the buying agents during the last three years: Financial year in which remuneration paid, name of the agents and the amount of remuneration. 11 ( a ) to ( c ) Enter the service request number (SRN) and details of e-Form 23 filed with registrar of companies Note : In case the existing company does not have the service request number (SRN) of e-Form 23, enter "Z99999999" as SRN of e-Form 23 and attach the resolution passed for the appointment of sole agent as an optional attachment 12 In case there is existing buying arrangement through sole buying agent or otherwise and expenditure incurred for the last three years, if any, by the company: Specify the existing buying arrangements and following details of expenditure incurred by the company: Financial year in which expenditure incurred, name of the agent and the amount of expenditure. 13 In case the person proposed to be appointed as sole buying agent is also acting as agent for other companies then enter the following details: Name of the company with CIN of the company where he is acting as sole buying agent. Description of the goods or commodities or raw material bought. Amount of purchase, unit of quantity and quantity and value of purchase. Remuneration received by the agent. Attachments ( i ) Copy of proposed agreement with the proposed appointee is compulsory attachment. ( ii ) Copy of certificate from the auditor of the sole buying agent certifying the figure of expenditure. ( iii ) Details of the interest of the sole buying agent in the shares of the company- if any. (Refer format 1 below) ( iv ) Copy of the particulars of directorship in the company held or controlled by the sole buying agent if any. (Refer format 2 below) ( v ) Details of persons and their relationship to the directors of the buying agency-if any. (Refer format 3 and 4 below) ( vi ) Any other information can be provided as an optional attachment. Declaration Enter the date of Board resolution authorising the signatory to sign and submit this application. Digital signature The e-Form should be digitally signed by managing director or director or manager or secretary of the company duly authorised by the Board of directors. Format of attachments 1. The Format of attachment defining the details of the interest of the sole buying agent in the shares of the company: ___ (i) If the sole selling agent is an individual, the interest held by such individual and his relatives (with the description of the relationship) (ii) If the sole selling agent is a firm, the interest of the partners and their relatives (with the description of relationship) (iii) If the sole selling agent is a private company, the interest held by it, it's directors and their relatives (with the description of relationship) (iv) If the sole selling agent is a public company, the interest held by it, it's directors and their relatives (with the description of relationship) Name Relationship Number of Shares Class of Share Aggregate of paid-up capital Percentage to the total paid up capital of the company 2. The Format of attachment giving the particulars of directorship in the company held or controlled by the sole buying agents, if the sole selling agent is: (i) An individual: Particulars of the individual and his relatives (With description of relationship) Name Designation in the applicant company Relationship with the sole agent (In case of relative) (ii) A firm: Particulars of the partners and/or their relatives (with description of relationship) Name Designation in the applicant company Relationship with the sole agent (In case of relatives of partner) 3. The Format of the attachment explaining the relationship of the directors of the sole buying agent and principal company ____ If the proposed sole buying agent is a private company if the directors or their relatives or its members are directors of the principal company following details are required Sl.No Name of the director in principal company who is member in sole buying agency company Name of the director in principal company as well as in sole buying agency company Name of the director in principal company who is relative of a director in sole buying agency company Name of Such director in principal company Name of The relative director in sole buying agency company Relationship 4. The Format of the attachment explaining the relationship of the directors of the sole buying agent and principal company ___ If the proposed sole buying agent is a public company its directors or their relatives are directors of the principal company names of such persons and their relationship to the directors of the buying agency company:- Sl.No Name of the director in principal company as well as in sole buying agency company Name of the director in principal company who is relative of a director in sole buying agency company Name of such director in principal company Name of the relative director in sole buying agency company Relationship ---------------------------------------- Notes:- [1] Substituted by Companies (Appointment of Sole Agents) Amendment Rules, 2006, w.e.f. 8-3-2006.