Section 641(1) of the Companies Act, 1956 - Power to alter Schedules - Substitution of Parts I and II of Schedule V to Companies Act, 1956 - GSR NO. 389(E) - Companies Law

NOTIFICATION NO. GSR NO. 389(E) [F. NO. 3/24/94-CLV], DATED 15-5-1995, ISSUED BY THE DEPARTMENT OF COMPANY AFFAIRS, MINISTRY OF LAW, JUSTICE AND COMPANY AFFAIRS Subject:- Section 641 (1) of the Companies Act, 1956 - Power to alter Schedules - Substitution of Parts I and II of Schedule V to Companies Act, 1956 G.S.R. NO. 389(E).- In exercise of the powers conferred by sub-section (1) of section 641 of the Companies Act, 1956, the Central Government hereby makes the following further amendments in Schedule V to the said Act which shall come into force from the date of publication of this notification, namely : In the said Schedule, for Parts I and II of Schedule V and the entries relating thereto, the following parts and entries shall be substituted, namely : SCHEDULE V [ See section 159] ANNUAL RETURN CONTENTS AND FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL PART I CONTENTS 1. The address of the registered office of the company. 2. A summary specifying the following in respect of each class of shares : ( a ) the amount of the authorised share capital of the company and the number of shares into which it is divided ; ( b ) the number of shares issued, from the date of commencement of the company to the date of the company's last annual general meeting ; ( c ) the number of shares subscribed upto the date aforesaid ; ( d ) the paid up share capital upto that date. 3. The total number of non-convertible, partly convertible and fully convertible debentures issued and outstanding on the date referred to in sub-clause ( b ) of clause 2. 4. Particulars of the total amount of the indebtedness of the company on the date referred to in sub-clause ( b ) of clause 2 in respect of all charges including mortgages which are required to be registered with the Registrar under this Act. 5. A list ( a ) containing the names and addresses of all persons who, on the date of the company's last annual general meeting, are members or debenture holders of the company and of persons who have ceased to be members or debenture holders on or before that day and since the date of the annual general meeting with reference to which the last return was submitted or in the case of the first return, since the incorporation of the company ; ( b ) stating the number of shares or debentures held by each of the existing members or debenture holders, as the case may be, at the date referred to in sub-clause ( b ) of clause 2, specifying the number of shares or debentures transferred since the date of the annual general meeting with reference to which the last return was submitted or in the case of the first return, since the date of the incorporation of the company by persons who are still members or debenture holders respectively, the dates of registration of transfers, and the names of transferees and the relevant 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. Particulars specifying name, nationality, date of birth, date of appointment. Election Commission's Identity Card No. if issued and residential address 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 the date is the manager or the secretary of the company together with all such particulars, with respect to those who had ceased to hold such office that is the office of the director, manager or secretary on or before the date of the last annual general meeting and since the date of the annual general meeting with respect to which the last return was submitted or in the case of the first return, since the incorporation of the company 7. Information whether the shares of the company are listed on any recognised stock exchange. ANNUAL RETURN THE COMPANIES ACT, 1956 (1 OF 1956) SCHEDULE V [ See section 159] PART II I. Registration Details Registration No. State Code (Refer Code List) Registration Date Whether shares listed on recognised Stock Exchange(s) Date Month Year Y - Yes N - No If Yes, Stock Exchange Code (Totals) A B (Refer Code List 2) AGM Held Y Yes Date of AGM/ Due date N No Date Month Year Name and Registered Office Address of Company : Company Name Address Town/City State Pin Code Telephone with STD Area Code Number Fax Number Mail Address III. Capital Structure of the Company (Amount in Rs. Thousands) Authorised Share Capital Breakup Type of Shares No. of Shares Nominal value (in Rs.) ( i ) Equity ( ii ) Preference Total Authorised Capital Issued Share Capital Breakup Type of Shares No. of Shares Nominal value (in Rs.) ( i ) Equity ( ii ) Preference Total Issued Capital Subscribed Share Capital Breakup Type of Shares No. of Shares Nominal value (in Rs.) ( i ) Equity ( ii ) Preference Total Subscribed Capital Paid-up Share Capital Breakup Type of Shares No. of Shares Amount paid up (in Rs.) ( i ) Equity ( ii ) Preference Total Paid-up Capital Debentures Breakup Type of Debenture No. of Debentures Nominal value (in Rs.) ( i ) Non-Convertible ( ii ) Partly Convertible ( iii ) Fully Convertible Total Amount IV. Director/Manager/Secretary Information (Past and Present) [Refer clause 6 of Part I of Schedule V] Name Surname Middle Name First Name Nationality I - Indian Date of Birth F - Foreign Date Month Year Designation C - Chairman- cum -Managing Director W - Whole Time Director, S - Secretary, R - Manager D - Director, M - Managing Director Date of Appointment Date Month Year Date of Ceasing Date Month Year Election Commission Identity Card No. Name Surname Middle Name First Name Nationality I - Indian Date of Birth F - Foreign Date Month Year Designation C - Chairman- cum -Managing Director W - Whole Time Director, S - Secretary, R - Manager D - Director, M - Managing Director Date of Appointment Date Month Year Date of Ceasing Date Month Year Election Commission Identity Card No. Name Surname Middle Name First Name Nationality I - Indian Date of Birth F - Foreign Date Month Year Designation C - Chairman- cum -Managing Director W - Whole Time Director, S - Secretary, R - Manager D - Director, M - Managing Director Date of Appointment Date Month Year Date of Ceasing Date Month Year Election Commission Identity Card No. Residential Address Town/City District State Pin Code Residential Address Town/City District State Pin Code Residential Address Town/City District State Pin Code *Note : Additional Sheets may be attached if needed. V. Details of Shares/Debentures held at date of AGM* Ledger Folio of Share/Debenture Holder Share/Debenture Holder's Name Surname Middle Name First Name Father's/ Husband's Name Type of Shares/ Debenture 1 - Equity, 2 - Preference Shares, 3 - Debentures, 4-Stock Number of Shares/ Debentures held/ Stock, if any Amount per Share (in Rs.) Ledger Folio of Share/Debenture Holder Share/Debenture Holder's Name Surname Middle Name First Name Father's/ Husband's Name Type of Share/ Debenture 1 - Equity, 2 - Preference Shares, 3 - Debentures, 4-Stock Number of Shares/ Debentures held/ Stock, if any Amount per Share (in Rs.) Ledger Folio of Share/Debenture Holder Share/Debenture Holder's Name Surname Middle Name First Name Father's/ Husband's Name Type of Share/ Debenture 1 - Equity, 2 - Preference Shares, 3 - Debentures, 4-Stock Number of Shares/ Debentures held/ Stock, if any Amount per Share (in Rs.) Note : Separate sheet may be attached if needed. If number of such shareholders exceed 10. If so desired a text file may be submitted on a floppy or a cartridge tape in the format given in Annexure III. Address Town/City District State Pin Code Address Town/City District State Pin Code Address Town/City District State Pin Code VI. Details of Shares/Debentures transfers since date of last AGM (or in the case of the first return at any time since the incorporation of the company)* Date of Previous AGM Date Month Year Date of Registration of Transfer of Shares Date Month Year Type of Transfer 1 - Equity, 2 - Preference Shares, 3 - Debentures, 4-Stock Number of Shares/ Debentures Transferred Amount per Share (in Rs.) Ledger Folio of Transferor Transferee's Name Surname Middle Name First Name Ledger Folio of Transferee Transferee's Name Surname Middle Name First Name Date of Registration of Transfer of Shares Date Month Year Type of Transfer 1 - Equity, 2 - Preference Shares, 3 - Debentures, 4-Stock Number of Shares/ Debentures Transferred Amount per Share (in Rs.) Ledger Folio of Transferor Transferee's Name Surname Middle Name First Name Ledger Folio of Transferee Transferee's Name Surname Middle Name First Name Note : Separate sheet may be attached if needed. If number of such transactions exceed 10. If so desired a text file may be submitted on a floppy or cartridge tape in the format given in Annexure IV. VII. Indebtedness of the Company (Amount in Rs. Thousands) [Secured Loans including interest outstanding/accrued but not due for payment]. Amount VIII. Equity Share Capital Breakup (Percentage of Total Equity) ( i ) Govt. [Central State(s)] ( ii ) Govt. Companies ( iii ) Public Financial Institutions ( iv ) Nationalised/Other Banks ( v ) Mutual Funds ( vi ) Venture Capital ( vii ) Foreign Holdings ( viii ) Bodies Corporate (FIIs/FCs/FFIs/NRIs/OCBs) (Not mentioned above) ( ix ) Directors/Relatives of Directors ( x ) Other top 50 shareholders (other than those listed above) We certify that: ( a ) the return states the facts as they stood on the date of the annual general meeting aforesaid, correctly and completely ; ( b ) since the date of the last annual return the transfer of all shares, debentures, the issue of all further certificates of shares and debentures have been appropriately recorded in the books maintained for the purpose ; ( c ) the whole of the amount of dividend remaining unpaid or unclaimed for a period of three years from the date of transfer to the special account has been transferred to the General Revenue Account of the Central Government as required under sub-section (5) of section 205A ; ( d ) the company has not, since the date of the annual general meeting with reference to which the last return was submitted, or in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company ; ( e ) where the annual return discloses the fact that the number of members of the company exceeds fifty, the excess consists wholly of persons who under sub-clause ( 1 ) section 3 are not to be included in reckoning the number of fifty ; ( f ) since the date of annual general meeting with reference to which the first return was submitted or in the case of a first return since the date of the incorporation of the private company, no public company or deemed public company has or have held twenty-five per cent or more of its paid up share capital ; ( g ) the company did not have an average turnover of Rs. 10 crores or more during the relevant period ; ( h ) since the date of the annual general meeting with reference to which the last annual return was submitted or since the date of incorporation of the company, if it is first return, the company did not hold twenty-five per cent or more of the paid up share capital of one or more public companies; and ( i ) the private company did not accept or renew or invite deposits from the public. Signed. Director . Director/Managing Director/Manager/Secretary . Secretary in whole time practice . CP No. . Note : Certificates to be given by a Director and Manager/Secretary or by two Directors where there is no manager or secretary. In the case of a company whose shares are listed on a recognised stock exchange, the certificates shall also be signed by a secretary in whole time practice. ANNEXURE I CODE LIST 1 : STATE CODES State Code State Name State Code State Name 01 Andhra Pradesh 02 Assam 03 Bihar 04 Gujarat 05 Haryana 06 Himachal Pradesh 07 Jammu Kashmir 08 Karnataka 09 Kerala 10 Madhya Pradesh 11 Maharashtra 12 Manipur 13 Meghalaya 14 Nagaland 15 Orissa 16 Punjab 17 Rajasthan 18 Tamil Nadu 20 Uttar Pradesh 21 West Bengal 22 Sikkim 23 Arunachal Pradesh 24 Goa 52 Andaman Islands 53 Chandigarh 54 Dadra Islands 55 Delhi 56 Daman Diu 57 Lakshwadeep 58 Mizoram 59 Pondicherry ANNEXURE II CODE LIST 2 : STOCK EXCHANGE CODES Exchange Code Stock Exchange Exchange Code Stock Exchange A1 Bombay B1 OTCEI A2 Delhi B2 Nagpur A4 Calcutta B4 Coimbatore A8 Madras B8 Cochin A16 Bangalore B16 MP A32 Hyderabad B32 Jaipur A64 Ahmedabad B64 Rajkot A128 Pune B128 Gauhati A256 Kanpur B256 Bhubaneshwar A512 Ludhiana B512 Magadh A1024 National Stock B1024 Vadodara Exchange B2048 Rajkot Note : If listed in more than one exchange, add the respective codes to arrive at the Totals under the same category. For example a company listed in Bombay, Pune, Nagpur and Cochin will fill in the exchange codes as follows : A 1 2 9 B 1 0 ANNEXURE III SHARES/DEBENTURES HELD : (FORMAT FOR FLOPPIES) I. Registration Details : Field Type Length Format/Value State Code Number 2 Registration No. Number 6 Date of AGM Date 8 (DD/MM/YY) Date of last AGM Date 8 (DD/MM/YY) Note : The first text file cid.txt will contain the data for above field for Company Identification. V. Shares held by Shareholders: Field Type Length Format/Value Ledger folio of shareholder Character 8 Name of shareholder Character 20 Sur/Middle/First Name Father's/Husband's name Character 20 Sur/Middle/First Name Residential address Character 40 Town/City Character 20 State Character 20 Pin Code Number 6 Type of Share/Debenture Number 1 1 - Equity, 2 - Preference, 3 - Debentures, 4 - Stock Number of Shares/ Debenture Number 6 Amount per Share/ Debentures Number 6 Note : The second text file sht.txt will contain the data for above fields for the shareholders/debenture holders. The files may be submitted in 5.25" or 3.5" floppies (preferably 3.5") or 60/150 MB Normal Cartridge Tapes (mini Cartridges not acceptable). The Floppies/Cartridges may be formatted in DOS/Unix. ANNEXURE IV SHARES TRANSFERRED : (FORMAT FOR FLOPPIES) I. Registration Details : Field Type Length Format/Value State Code Number 2 Registration No. Number 6 Date of AGM Date 8 (DD/MM/YY) Date of last AGM Date 8 (DD/MM/YY) Note : The first text file cid.txt will contain the data for above field for Company Identification. VI. Transactions after the last AGM: Field Type Length Format/Value Date of transfer of shares Date 8 (DD/MM/YY) Type of Share/Debenture Number 1 1 - Equity, 2 - Preference, 3 - Debentures, 4 - Stock Number of Shares/ Debenture Number 6 Amount per Share/ Debenture Number 6 Ledger folio of Transferor Character 8 Name of Transferor Character 20 Sur/Middle/First Name Ledger folio of Transferee Character 8 Name of Transferee Character 20 Sur/Middle/First Name Note : The second text file sht.txt will contain the data for above fields for each such share transfer. The files may be submitted in 5.25" on 3.5" floppies (preferably 3.5") or 60/150 MB Normal Cartridge Tapes (mini Cartridges not acceptable). The Floppies/Cartridges may be formatted in DOS/Unix.