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MEETINGS OF THE BOARD OF DIRECTORS

SS - 01 - Rule - Companies Law - SS - 01 - SS - 1 SECRETARIAL STANDARD ON SECRETARIAL STANDARD ON The following is the text of the Secretarial Standard-1 (SS-1) on , issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government. Adherence by a company to this Secretarial Standard is mandatory, as per the provisions of the Companies Act, 2013. (In this Secretarial Standard, the Standard portions have been set in bold type. These shall be read in the .....

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for are also applicable to Meetings of Committee (s) of the Board, unless otherwise stated herein or stipulated by any other applicable Guidelines, Rules or Regulations. This Standard is in conformity with the provisions of the Act. However, if, due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail. DEFINITIONS The following terms are used in this Standard with the meaning specified: Act means t .....

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ry and ends on 31st December. Chairman means the Chairman of the Board or its Committee, as the case may be, or the Chairman appointed or elected for a Meeting. Committee means a Committee of Directors constituted by the Board. Electronic Mode in relation to Meetings means Meetings through video conferencing or other audio-visual means. Video conferencing or other audio-visual means means audio-visual electronic communication facility employed which enables all the persons participating in a Mee .....

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n of such physical or electronic records. Meeting means a duly convened, held and conducted Meeting of the Board or any Committee thereof. Minutes means a formal written record, in physical or electronic form, of the proceedings of a Meeting. Minutes Book means a Book maintained in physical or in electronic form for the purpose of recording of Minutes. National Holiday includes Republic Day i.e. 26th January, Independence Day i.e. 15th August, Gandhi Jayanti i.e. 2nd October and such other day a .....

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hat - (a) are reasonably secure from unauthorized access and misuse; (b) provide a reasonable level of reliability and correct operation; (c) are reasonably suited to performing the intended functions; and (d) adhere to generally accepted security procedures. Timestamp means the current time of an event that is recorded by a Secured Computer System and is used to describe the time that is printed to a file or other location to help keep track of when data is added, removed, sent or received. Wor .....

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Managing Director or in his absence, the Whole-time Director, where there is any, unless otherwise provided in the Articles. 1.1.2 The Chairman may, unless dissented to or objected by the majority of Directors present at a Meeting at which a Quorum is present, adjourn the Meeting for any reason, at any stage of the Meeting. 1.2 Time, Place, Mode and Serial Number of Meeting 1.2.1 Every Meeting shall have a serial number. 1.2.2 A Meeting may be convened at any time and place, on any day, excludi .....

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ides such facility, unless the Act or any other law specifically does not allow such participation through Electronic Mode in respect of any item of business. Directors shall not participate through Electronic Mode in the discussion on certain restricted items, unless expressly permitted by the Chairman. Such restricted items of business include approval of the annual financial statement, Board s report, prospectus and matters relating to amalgamation, merger, demerger, acquisition and takeover. .....

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means. The Notice shall be sent to the postal address or e-mail address, registered by the Director with the company or in the absence of such details or any change thereto, any of such addresses appearing in the Director Identification Number (DIN) registration of the Director. Where a Director specifies a particular means of delivery of Notice, the Notice shall be given to him by such means. Proof of sending Notice and its delivery shall be maintained by the company. 1.3.2 Notice shall be issu .....

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facility is provided, the Notice shall seek advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting. The Notice shall also contain the contact number or e-mail address (es) of the Chairman or the Company Secretary or any other person authorised by the Board, to whom the Director shall confirm in this regard. In the absence of an advance communication or confirmation from the Director as above, it shall be assumed that he will attend the .....

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Directors including those who did not attend the Meeting on the originally convened date and unless the date of adjourned Meeting is decided at the Meeting, Notice thereof shall also be given not less than seven days before the Meeting. 1.3.7 The Agenda, setting out the business to be transacted at the Meeting, and Notes on Agenda shall be given to the Directors at least seven days before the date of the Meeting, unless the Articles prescribe a longer period. Agenda and Notes on Agenda shall be .....

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ost or by registered post or by courier, an additional two days shall be added for the service of Agenda and Notes on Agenda. Where a Director specifies a particular means of delivery of Agenda and Notes on Agenda, these papers shall be sent to him by such means. Proof of sending Agenda and Notes on Agenda and their delivery shall be maintained by the company. The Notice, Agenda and Notes on Agenda shall be sent to the Original Director also at the address registered with the company, even if th .....

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becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following: - (i) financial results; (ii) dividends; (iii) change in capital structure; (iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions; (v) changes in key managerial personnel; and (vi) material events in accordance with the listing agreement*. General consen .....

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under SEBI (Prohibition Insider Trading) Regulations, 2015 Supplementary Notes on any of the Agenda Items may be circulated at or prior to the Meeting but shall be taken up with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, which shall include at least one Independent Director, if any. 1.3.8 Each item of business requiring approval at the Meeting shall be supported by a note setting out the details of the proposal, relevant material f .....

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before the Board at its Meeting. An illustrative list of such items is given at Annexure A . There are certain items which shall be placed before the Board at its first Meeting. An illustrative list thereof is given at Annexure B . 1.3.9 Each item of business to be taken up at the Meeting shall be serially numbered. Numbering shall be in a manner which would enable ease of reference or cross-reference. 1.3.10 Any item not included in the Agenda may be taken up for consideration with the permiss .....

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ct of such item by a majority of the Directors of the company, unless such item was approved at the Meeting itself by a majority of Directors of the company. 1.3.11 To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter period of time than stated above, if at least one Independent Director, if any, shall be present at such Meeting. If no Independent Director is present, decisions taken at such a Meeting shall be circulated to all the Directors and shall be fi .....

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l meet at least once in every calendar quarter, with a maximum interval of one hundred and twenty days between any two consecutive Meetings of the Board, such that at least four Meetings are held in each Calendar Year. The Board shall hold its first Meeting within thirty days of the date of incorporation of the company. It shall be sufficient if one Meeting is held in each of the remaining calendar quarters, subject to a maximum interval of one hundred and twenty days between any two consecutive .....

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s necessary subject to the minimum number and frequency stipulated by the Board or as prescribed by any law or authority. 2.3 Meeting of Independent Directors Where a company is required to appoint Independent Directors under the Act, such Independent Directors shall meet at least once in a Calendar Year. The meeting shall be held to review the performance of Non-Independent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and time .....

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reckoned for Quorum in respect of an item in which he is interested and he shall not be present, whether physically or through Electronic Mode, during discussions and voting on such item. For this purpose, a Director shall be treated as interested in a contract or arrangement entered into or proposed to be entered into by the company: (a) with the Director himself or his relative; or (b) with any body corporate, if such Director, along with other Directors holds more than two percent of the paid .....

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tor participating through Electronic Mode in respect of restricted items with the express permission of Chairman shall however, neither be entitled to vote nor be counted for the purpose of Quorum in respect of such restricted items. The restricted items of business include approval of the annual financial statement, Board s Report, prospectus and matters relating to amalgamation, merger, demerger, acquisition and takeover and in meetings of Audit Committee for the consideration of annual financ .....

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otal strength for this purpose, shall not include Directors whose places are vacant. If the number of Interested Directors exceeds or is equal to two-thirds of the total strength, the remaining Directors present at the Meeting, being not less than two, shall be the Quorum during such item. If a Meeting of the Board could not be held for want of Quorum, then, unless otherwise provided in the Articles, the Meeting shall automatically stand adjourned to the same day in the next week, at the same ti .....

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ed by the Act for a Meeting of the Board, the continuing Directors may act for the purpose of increasing the number of Directors to that fixed for the Quorum or of summoning a general meeting of the company, and for no other purpose. 3.5 Meetings of Committees The presence of all the members of any Committee constituted by the Board is necessary to form the Quorum for Meetings of such Committee unless otherwise stipulated in the Act or any other law or the Articles or by the Board. Regulations f .....

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.1.2 The attendance register shall contain the following particulars: serial number and date of the Meeting; in case of a Committee Meeting name of the Committee; place of the Meeting; time of the Meeting; names of the Directors and signature of each Director present; name and signature of the Company Secretary who is in attendance and also of persons attending the Meeting by invitation. 4.1.3 Every Director, Company Secretary who is in attendance and every Invitee who attends a Meeting of the B .....

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e proceedings of such Meetings shall be recorded through any electronic recording mechanism and the details of the venue, date and time shall be mentioned. The attendance register shall be deemed to have been signed by the Directors participating through Electronic Mode, if their attendance is recorded by the Chairman or the Company Secretary in the Attendance Register and the Minutes of the Meeting. 4.1.4 The attendance register shall be maintained at the Registered Office of the company or suc .....

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the attendance register. 4.1.6 Entries in the attendance register shall be authenticated by the Company Secretary or where there is no Company Secretary, by the Chairman by appending his signature to each page. 4.1.7 The attendance register shall be preserved for a period of at least eight financial years and may be destroyed thereafter with the approval of the Board. The recording of attendance of Meetings through Electronic Mode shall be preserved for a period of at least eight financial year .....

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e the Director absents himself from all the Meetings of the Board held during a period of twelve months with or without seeking leave of absence of the Board. 5. Chairman 5.1 Meetings of the Board 5.1.1 The Chairman of the company shall be the Chairman of the Board. If the company does not have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board. 5.1.2 The Chairman of the Board shall conduct the Meetings of the Board. If no Chairman is elected or if the Chairman .....

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shall encourage deliberations and debate and assess the sense of the Meeting. If the Chairman is interested in any item of business, he shall, with the consent of the members present, entrust the conduct of the proceedings in respect of such item to any Dis-interested Director and resume the Chair after that item of business has been transacted. The Chairman shall also not be present at the Meeting during discussions on such items. In case some of the Directors participate through Electronic Mod .....

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iscussed at the Meeting. Unless otherwise provided in the Articles, in case of an equality of votes, the Chairman shall have a second or casting vote. 5.2 Meetings of Committees A member of the Committee appointed by the Board or elected by the Committee as Chairman of the Committee, in accordance with the Act or any other law or the Articles, shall conduct the Meetings of the Committee. If no Chairman has been so elected or if the elected Chairman is unable to attend the Meeting, the Committee .....

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Authority 6.1.1 The Chairman of the Board or in his absence, the Managing Director or in his absence, the Whole-time Director and where there is none, any Director other than an Interested Director, shall decide, before the draft Resolution is circulated to all the Directors, whether the approval of the Board for a particular business shall be obtained by means of a Resolution by circulation. An illustrative list of items which shall be placed before the Board at its Meeting and shall not be pas .....

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draft, together with the necessary papers, individually to all the Directors including Interested Directors on the same day. 6.2.2 The draft of the Resolution to be passed and the necessary papers shall be circulated amongst the Directors by hand, or by speed post or by registered post or by courier, or by e-mail or by any other recognised electronic means. The draft of the Resolution and the necessary papers shall be sent to the postal address or e-mail address registered by the Director with t .....

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rstand the meaning, scope and implications of the proposal, the nature of concern or interest, if any, of any Director in the proposal, which the Director had earlier disclosed and the draft of the Resolution proposed. The note shall also indicate how a Director shall signify assent or dissent to the Resolution proposed and the date by which the Director shall respond. Each Resolution shall be separately explained. The decision of the Directors shall be sought for each Resolution separately. Not .....

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number. If any special majority or the affirmative vote of any particular Director or Directors is specified in the Articles, the Resolution shall be passed only with the assent of such special majority or such affirmative vote. An Interested Director shall not be entitled to vote. For this purpose, a Director shall be treated as interested in a contract or arrangement entered or proposed to be entered into by the company: (a) with the Director himself or his relative; or (b) with any body corp .....

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e Directors or the date on which assent from more than two-third of the Directors has been received, whichever is earlier, and shall be effective from that date, if no other effective date is specified in such Resolution. Directors shall signify their assent or dissent by signing the Resolution to be passed by circulation or by e-mail or any other electronic means. Directors shall append the date on which they have signed the Resolution. In case a Director does not append a date, the date of rec .....

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ponse. In case the Director does not respond on or before the last date specified for signifying assent or dissent, it shall be presumed that the Director has abstained from voting. If the approval of the majority of Directors entitled to vote is not received by the last date specified for receipt of such approval, the Resolution shall be considered as not passed. 6.4. Recording Resolutions passed by circulation shall be noted at the next Meeting of the Board and the text thereof with dissent or .....

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ok. Minutes kept in accordance with the provisions of the Act evidence the proceedings recorded therein. Minutes help in understanding the deliberations and decisions taken at the Meeting. 7.1. Maintenance of Minutes 7.1.1 Minutes shall be recorded in books maintained for that purpose. 7.1.2 A distinct Minutes Book shall be maintained for Meetings of the Board and each of its Committees. 7.1.3 Minutes may be maintained in electronic form in such manner as prescribed under the Act and as may be d .....

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in case the Minutes are maintained in physical form. This shall be equally applicable for maintenance of Minutes Book in electronic form with Timestamp. In the event any page or part thereof in the Minutes Book is left blank, it shall be scored out and initialled by the Chairman who signs the Minutes. 7.1.5 Minutes shall not be pasted or attached to the Minutes Book, or tampered with in any manner. 7.1.6 Minutes of the Board Meetings, if maintained in loose-leaf form, shall be bound periodicall .....

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the Meeting, name of the company, day, date, venue and time of commencement and conclusion of the Meeting. In case a Meeting is adjourned, the Minutes shall be entered in respect of the original Meeting as well as the adjourned Meeting. In respect of a Meeting convened but adjourned for want of quorum, a statement to that effect shall be recorded by the Chairman or any Director present at the Meeting in the Minutes. 7.2.1.2 Minutes shall record the names of the Directors present physically or t .....

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e recorded. 7.2.1.3 Minutes shall contain a record of all appointments made at the Meeting. Where the Minutes have been kept in accordance with the Act and all appointments have been recorded, then until the contrary is proved, all appointments of Directors, First Auditors, Key Managerial Personnel, Secretarial Auditors, Internal Auditors and Cost Auditors, shall be deemed to have been duly approved by the Board. All appointments made one level below Key Managerial Personnel shall be noted by th .....

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ame of Company Secretary who is in attendance and Invitees, if any, for specific items and mode of their attendance if through Electronic Mode. (g) Noting of the Minutes of the preceding Meeting. (h) Noting the Minutes of the Meetings of the Committees. (i) The text of the Resolution(s) passed by circulation since the last Meeting, including dissent or abstention, if any. (j) The fact that an Interested Director was not present during the discussion and did not vote. (k) The views of the Directo .....

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voting thereon. (n) Ratification by Independent Director or majority of Directors, as the case may be, in case of Meetings held at a shorter Notice and the transacting of any item other than those included in the Agenda. (o) The time of commencement and conclusion of the Meeting. 7.2.2.2. Apart from the Resolution or the decision, Minutes shall mention the brief background of all proposals and summarise the deliberations thereof. In case of major decisions, the rationale thereof shall also be m .....

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he Meetings. Where there is no Company Secretary, any other person duly authorised by the Board or by the Chairman in this behalf shall record the proceedings. The Chairman shall ensure that the proceedings of the Meeting are correctly recorded. The Chairman has absolute discretion to exclude from the Minutes, matters which in his opinion are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings or which are detrimental to the interests of the c .....

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oard and referred to in the Minutes shall be identified by initialling of such document, report or notes by the Company Secretary or the Chairman. Wherever any approval of the Board is taken on the basis of certain papers laid before the Board, proper identification shall be made by initialling of such papers by the Company Secretary or the Chairman and a reference thereto shall be made in the Minutes. 7.3.4 Where any earlier Resolution (s) or decision is superseded or modified, Minutes shall co .....

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the Committee, the draft Minutes thereof shall be circulated by hand or by speed post or by registered post or by courier or by e-mail or by any other recognised electronic means to all the members of the Board or the Committee for their comments. Where a Director specifies a particular means of delivery of draft Minutes, these shall be sent to him by such means. If the draft Minutes are sent by speed post or by registered post or by courier, an additional two days may be added for delivery of t .....

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irman shall have the discretion to consider such comments. In the event a Director does not comment on the draft Minutes, the draft Minutes shall be deemed to have been approved by such Director. A Director, who ceases to be a Director after a Meeting of the Board is entitled to receive the draft Minutes of that particular Meeting and to offer comments thereon, irrespective of whether he attended such Meeting or not. 7.5. Entry in the Minutes Book 7.5.1 Minutes shall be entered in the Minutes Bo .....

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man. 7.5.3 Minutes, once entered in the Minutes Book, shall not be altered. Any alteration in the Minutes as entered shall be made only by way of express approval of the Board at its subsequent Meeting in which such Minutes are sought to be altered. 7.6. Signing and Dating of Minutes 7.6.1 Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting. Minutes of the previous Meeting may be signed either by the Chairman of such .....

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.3 Minutes, once signed by the Chairman, shall not be altered, save as mentioned in this Standard. 7.6.4 A copy of the signed Minutes certified by the Company Secretary or where there is no Company Secretary, by any Director authorised by the Board shall be circulated to all Directors within fifteen days after these are signed. 7.7. Inspection and Extracts of Minutes 7.7.1 The Minutes of Meetings of the Board and any Committee thereof can be inspected by the Directors. A Director is entitled to .....

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may be provided in physical or in electronic form. While providing inspection of Minutes Book, the Company Secretary or the official of the company authorised by the Company Secretary to facilitate inspection shall take all precautions to ensure that the Minutes Book is not mutilated or in any way tampered with by the person inspecting. A Member of the company is not entitled to inspect the Minutes of Meetings of the Board. 7.7.2 Extracts of the Minutes shall be given only after the Minutes hav .....

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s may be provided in physical or electronic form. 8. Preservation of Minutes and other Records 8.1 Minutes of all Meetings shall be preserved permanently in physical or in electronic form with Timestamp. Where, under a scheme of arrangement, a company has been merged or amalgamated with another company, Minutes of all Meetings of the transferor company, as handed over to the transferee company, shall be preserved permanently by the transferee company, notwithstanding that the transferor company .....

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physical or electronic form for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board and permission of the Central Government, where applicable. 8.3 Minutes Books shall be kept in the custody of the Company Secretary. Where there is no Company Secretary, Minutes shall be kept in the custody of any Director duly authorised for the purpose by the Board. 9. Disclosure The Annual Report and Annual Return of a .....

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. • Approving financial statements and the Board s Report. • Considering the Compliance Certificate to ensure compliance with the provisions of all the laws applicable to the company. • Specifying list of laws applicable specifically to the company. • Appointment of Secretarial Auditors and Internal Auditors. Specific Items • Borrowing money otherwise than by issue of debentures. • Investing the funds of the company. • Granting loans or giving guarantee or prov .....

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hich are not on arm s length basis. • Purchase and Sale of subsidiaries/assets which are not in the normal course of business. • Approve Payment to Director for loss of office. • Items arising out of separate meeting of the Independent Directors if so decided by the Independent Directors. Corporate Actions • Authorise Buy Back of securities • Issue of securities, including debentures, whether in or outside India. • Approving amalgamation, merger or reconstruction. & .....

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ollution problems. • Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by the company. • Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company. • Details of any joint venture or collab .....

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