Companies Act section 1: Ins. by Notification No. G.S.R. 207(E), dated 24th Marc…

In force · As amended up to 2026-08

(7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any. 1. Subs. by Notification No. S.O. 4822(E), dated 12th September, 2018, for "no approval of Central Government is required" (w.e.f. 12-9-2018). 2. Subs. by ibid ., for clause (ii) (w.e.f. 12-9-2018). 3. The words "the limits laid down in" omitted by ibid., (w.e..f 12-9-2018). III. Other information: - (1) Reasons of loss or inadequate profits - (2) Steps taken or proposed to be taken for improvement |2[(m) A company shall disclose Shareholding of Promoters*as under:|2[(m) A company shall disclose Shareholding of Promoters*as under:|2[(m) A company shall disclose Shareholding of Promoters*as under:|2[(m) A company shall disclose Shareholding of Promoters*as under:|| |---|---|---|---|---| |Shares held by promoters at the end of the year||||% Change during the year*| |S.No|Promoter name|No. of Shares*|%of total shares|| |Total||||| *Promoter hare means promoter as defined in the Companies Act, 2013. (1) Advances other than capital advances shall be classified as: - (a) Security Deposits; - (b) Advances to related parties (giving details thereof); - (c) Other advances (specify nature). (6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin) - (iii) the auditor or Company Secretary or where the company has not appointed a secretary, a secretary in whole-time practice certifies that there is no default on payments to any creditors, and all dues to deposit holders are being settled on time. 2* * * * * 1[ Explanation .-For the purposes of Section I, Section II and Section III, the term "or other director" shall mean a non-executive director or an independent director.] Section IV.— Perquisites not included in managerial remuneration: 1. A managerial person shall be eligible for the following perquisites which shall not be included in the computation of the ceiling on remuneration specified in Section II and Section III:— - (a) contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income-tax Act, 1961(43 of 1961); (b) gratuity payable at a rate not exceeding half a month's salary for each completed year of service; and (c) encashment of leave at the end of the tenure. 1. The word "and" omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). 11. Regulatory Deferral Account Balances shall be presented in the Balance Sheet in accordance with the relevant Indian Accounting Standards. PART II - STATEMENT OF PROFIT AND LOSS Name of the Company ........................... Statement of Profit and Loss for the period ended ............................... 1. The Explanation subs. by Act 1 of 2018, s. 2 (w.e.f. 7-5-2018). (i) all sums of money received and expended by a company and matters in relation to which the receipts and expenditure take place; (ii) all sales and purchases of goods and services by the company; (iii) the assets and liabilities of the company; and (iv) the items of cost as may be prescribed under section 148 in the case of a company which belongs to any class of companies specified under that section; (14) "branch office", in relation to a company, means any establishment described as such by the company; (15) "called-up capital" means such part of the capital, which has been called for payment; (16) "charge" means an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage; (17) "chartered accountant" means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) who holds a valid certificate of practice under sub-section (1) of section 6 of that Act; (18) "Chief Executive Officer" means an officer of a company, who has been designated as such by it; (19) "Chief Financial Officer" means a person appointed as the Chief Financial Officer of a company; (20) "company" means a company incorporated under this Act or under any previous company law; 1. The first proviso omitted by Act 29 of 2020, s. 66 (w.e.f. 11-2-2021). 2. Subs. by s. 66, ibid ., for "Provided further that" (w.e.f. 11-2-2021). 3. Subs. by s.66, ibid ., for "Provided also that" (w.e.f. 11-2-2021). (g) the incorporation of companies registered under the repealed enactments shall continue to be valid and the provisions of this Act shall apply to such companies as if they were registered under this Act; (h) all registers and all funds constituted and established under the repealed enactments shall be deemed to be registers and funds constituted or established under the corresponding provisions of this Act; (i) any prosecution instituted under the repealed enactments and pending immediately before the commencement of this Act before any Court shall, subject to the provisions of this Act, continue to be heard and disposed of by the said Court; (j) any inspection, investigation or inquiry ordered to be done under the Companies Act, 1956 (1 of 1956) shall continue to be proceeded with as if such inspection, investigation or inquiry has been ordered under the corresponding provisions of this Act; and 1. The Explanation ins. by Notification No. G.S.R. 362(E) dated 10[th] April, 2018 (w.e.f. 10-4-2018). 87. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. 88. No dividend shall bear interest against the company. Accounts 89. (i) The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the inspection of members not being directors. (ii) No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorised by the Board or by the company in general meeting. Winding up 90. Subject to the provisions of Chapter XX of the Act and rules made thereunder— (i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not. 1. Motor cycles, scooters and other mopeds 10 Years PART I — BALANCE SHEET Name of the Company ……………………. Balance Sheet as at ……………………… (Rupees in…………) |Particulars|Note|Figures as at the|Figures as at the end| |---|---|---|---| ||No.|end of current reporting period|of the previous reporting period| |1|2|3|4| - I. EQUITY AND LIABILITIES 1. The word "Reserve" omitted by Notification No. G.S.R.1022(E), dated 11th October, 2018 (w.e.f. 11-10-2018). (v) Particulars of any redeemed bonds/debentures which the company has power to reissue shall be disclosed. (vi) Terms of repayment of term loans and other loans shall be stated. (vii) Period and amount of continuing default as on the balance sheet date in repayment of loans and interest, shall be specified separately in each case. D. Other Long-term Liabilities Other Long-term Liabilities shall be classified as: - (a) Trade payables; - (b) Others. E. Long-term provisions The amounts shall be classified as: - (a) Provision for employee benefits; - (b) Others (specify nature). F. Short-term borrowings (i) Short-term borrowings shall be classified as: - (a) Loans repayable on demand; - (A) from banks. - (B) from other parties. - (b) Loans and advances from related parties; - (c) Deposits; (d) Other loans and advances (specify nature). (ii) Borrowings shall further be sub-classified as secured and unsecured. Nature of security shall be specified separately in each case. (iii) Where loans have been guaranteed by directors or others, the aggregate amount of such loans under each head shall be disclosed. (iv) Period and amount of default as on the balance sheet date in repayment of loans and interest, shall be specified separately in each case. 1. Sub-item (b) omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021 (w.e.f. 1-4-2021). (iv) Loans and advances due by directors or other officers of the company or any of them either severally or jointly with any other persons or amounts due by firms or private companies respectively in which any director is a partner or a director or a member should be separately stated. M. Other non-current assets Other non-current assets shall be classified as: - (i) Long-term Trade Receivables (including trade receivables on deferred credit terms); - 1[(ia) Security Deposits;] - (ii) Others (specify nature); - (iii) Long term Trade Receivables, shall be sub-classified as: - (A) (a) Secured, considered good; - (B) Unsecured, considered good; - (C) Doubtful. - (b) Allowance for bad and doubtful debts shall be disclosed under the relevant heads separately. (c) Debts due by directors or other officers of the company or any of them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director is a partner or a director or a member should be separately stated. [ 1] [(iv) For trade receivables outstanding, following ageing schedule shall be given: Trade Receivables ageing schedule PART II - STATEMENT OF PROFIT AND LOSS Name of the Company……………………. Profit and loss statement for the year ended ……………………… (Rupees in…………) ||Particulars|Note|Figures as at the end|Figures as at the end| |---|---|---|---|---| |||No.|of current reporting period|of the previous reporting period| ||1|2|3|4| |I.|Revenue from operations||xxx|xxx| |II.|Other income||xxx|xxx| |III.|Total1[Income] (I + II)||xxx|xxx| |IV.|Expenses:|||| ||Cost of materials consumed|||| ||Purchases of Stock-in-Trade|||| 1. Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for "Revrnue" (w.e.f. 1-4-2021). |Changes in inventories|Changes in inventories|of|xxx|xxx| |---|---|---|---|---| |finished goods||||| |work-in-progress and|||xxx|xxx| |Stock-in-Trade|||xxx|xxx| |Employee benefits expense|||xxx|xxx| |Finance costs||||| |Depreciation|and|amortisation||| |expense||||| |Other expenses||||| 1. Sub-item (a) omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). 2. Subs. by Notification No. G.S.R. 1022(E), dated 11th October, 2018, for "VIII. Trade Receivable" (w.e.f. 11-10-2018). 3. Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for sub-heading "IX" and the entries relating thereto (w.e.f. 1-4-2021). - (iii) Others (specify nature). - B. Current Assets - I. Inventories: - (i) Inventories shall be classified as- - (a) Raw materials; - (b) Work-in-progress; - (c) Finished goods; (d) Stock-in-trade (in respect of goods acquired for trading); - (e)Stores and spares; - (f) Loose tools; and - (g) Others (specify nature). - (ii) Goods-in-transit shall be disclosed under the relevant sub-head of inventories. (iii) Mode of valuation shall be stated. II. Investments: - (i) Investments shall be classified as- - (a) Investments in Equity Instruments; - (b) Investment in Preference Shares; - (c) Investments in government or trust securities; - (d) Investments in debentures or bonds; - (e) Investments in Mutual Funds; - (f) Investments in partnership firms; and - (g) Other investments (specify nature). Under each classification, details shall be given of names of the bodies corporate that are- (i) subsidiaries, (ii) associates, (iii) joint ventures, or - (iv) structured entities, 1. Sub-item (f) omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). - II. Provisions: The amounts shall be classified as- - (a) Provision for employee benefits; and - (b) Others (specify nature). III. Other non-current liabilities; - (a) Advances; and - (b) Others (specified nature). F. Current Liabilities I. Borrowings: (i) Borrowings shall be classified as- (a) Loans repayable on demand (I) from banks - (II) from other parties (b) Loans from related parties (c) Deposits - (d) Other loans (specify nature); (ii) borrowings shall further be sub-classified as secured and unsecured. Nature of security shall be specified separately in each case; (iii) where loans have been guaranteed by directors or others, the aggregate amount of such loans under each head shall be disclosed; (iv) period and amount of default as on the balance sheet date in repayment of borrowings and interest, shall be specified separately in each case. 1[(v) Current maturities of Long term borrowing shall be disclosed separately.] II. Other Financial Liabilities: Other Financial liabilities shall be classified as- 2* (c) Interest accrued; (d) Unpaid dividends; (e) Application money received for allotment of securities to the extent refundable and interest accrued thereon; (f) Unpaid matured deposits and interest accrued thereon; (g) Unpaid matured debentures and interest accrued thereon; and (h) Others (specify nature). 1. Where a company is required to prepare Consolidated Financial Statements, i.e ., consolidated balance sheet, consolidated statement of changes in equity and consolidated statement of profit and loss, the company shall mutatis mutandis follow the requirements of this Schedule as applicable to a company in the preparation of balance sheet, statement of changes in equity and statement of profit and loss. In addition, the consolidated financial statements shall disclose the information as per the requirements specified in the applicable Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules 2015, including the following, namely:- (i) Profit or loss attributable to 'non-controlling interest' and to 'owners of the parent' in the statement of profit and loss shall be presented as allocation for the period. Further, 'total comprehensive income' for the period attributable to 'non-controlling interest' and to 'owners of the parent' shall be presented in the statement of profit and loss as allocation for the period. The aforesaid disclosures for 'total comprehensive income' shall also be made in the statement of changes in equity. In addition to the disclosure requirements in the Indian Accounting Standards, the aforesaid disclosures shall also be made in respect of 'other comprehensive income'. PART II REMUNERATION Section I.— Remuneration payable by companies having profits: Subject to the provisions of section 197, a company having profits in a financial year may pay remuneration to a managerial person or persons[1] [or other director or directors] not exceeding the limits specified in such section. 2[Section II.— Remuneration payable by companies having no profit or inadequate profit 3*: Where in any financial year during the currency of tenure of a managerial person[1] [or other director], a company has no profits or its profits are inadequate, it may,[3] *, pay remuneration to the managerial person 1[or other director] not exceeding the limits under (A) and (B) given below:— |(Rupees in ............... ) Particulars Note No. Figures for the current reporting period Figures for the previous reporting period I Revenue From Operations II Other Income III Total Income (I+II) IV EXPENSES Cost of materials consumed Purchases of Stock-in-Trade Changes in inventories of finished goods, Stock-in -Trade and work-in-progress Employee benefits expense Finance costs Depreciation and amortization expense Other expenses Total expenses (IV) V Profit/(loss) before exceptional items and tax (I- IV) VI Exceptional Items VII Profit/(loss) before tax (V-VI) VIII Tax expense: (1) Current tax (2) Deferred tax IX Profit (Loss) for the period from continuing operations (VII-VIII) X Profit/(loss) from discontinued operations XI Tax expense of discontinued operations XII Profit/(loss) from Discontinued operations (after tax) (X-XI)|(Rupees in ............... ) Particulars Note No. Figures for the current reporting period Figures for the previous reporting period I Revenue From Operations II Other Income III Total Income (I+II) IV EXPENSES Cost of materials consumed Purchases of Stock-in-Trade Changes in inventories of finished goods, Stock-in -Trade and work-in-progress Employee benefits expense Finance costs Depreciation and amortization expense Other expenses Total expenses (IV) V Profit/(loss) before exceptional items and tax (I- IV) VI Exceptional Items VII Profit/(loss) before tax (V-VI) VIII Tax expense: (1) Current tax (2) Deferred tax IX Profit (Loss) for the period from continuing operations (VII-VIII) X Profit/(loss) from discontinued operations XI Tax expense of discontinued operations XII Profit/(loss) from Discontinued operations (after tax) (X-XI)|(Rupees in ............... ) Particulars Note No. Figures for the current reporting period Figures for the previous reporting period I Revenue From Operations II Other Income III Total Income (I+II) IV EXPENSES Cost of materials consumed Purchases of Stock-in-Trade Changes in inventories of finished goods, Stock-in -Trade and work-in-progress Employee benefits expense Finance costs Depreciation and amortization expense Other expenses Total expenses (IV) V Profit/(loss) before exceptional items and tax (I- IV) VI Exceptional Items VII Profit/(loss) before tax (V-VI) VIII Tax expense: (1) Current tax (2) Deferred tax IX Profit (Loss) for the period from continuing operations (VII-VIII) X Profit/(loss) from discontinued operations XI Tax expense of discontinued operations XII Profit/(loss) from Discontinued operations (after tax) (X-XI)|(Rupees in ............... ) Particulars Note No. Figures for the current reporting period Figures for the previous reporting period I Revenue From Operations II Other Income III Total Income (I+II) IV EXPENSES Cost of materials consumed Purchases of Stock-in-Trade Changes in inventories of finished goods, Stock-in -Trade and work-in-progress Employee benefits expense Finance costs Depreciation and amortization expense Other expenses Total expenses (IV) V Profit/(loss) before exceptional items and tax (I- IV) VI Exceptional Items VII Profit/(loss) before tax (V-VI) VIII Tax expense: (1) Current tax (2) Deferred tax IX Profit (Loss) for the period from continuing operations (VII-VIII) X Profit/(loss) from discontinued operations XI Tax expense of discontinued operations XII Profit/(loss) from Discontinued operations (after tax) (X-XI)|(Rupees in ............... ) Particulars Note No. Figures for the current reporting period Figures for the previous reporting period I Revenue From Operations II Other Income III Total Income (I+II) IV EXPENSES Cost of materials consumed Purchases of Stock-in-Trade Changes in inventories of finished goods, Stock-in -Trade and work-in-progress Employee benefits expense Finance costs Depreciation and amortization expense Other expenses Total expenses (IV) V Profit/(loss) before exceptional items and tax (I- IV) VI Exceptional Items VII Profit/(loss) before tax (V-VI) VIII Tax expense: (1) Current tax (2) Deferred tax IX Profit (Loss) for the period from continuing operations (VII-VIII) X Profit/(loss) from discontinued operations XI Tax expense of discontinued operations XII Profit/(loss) from Discontinued operations (after tax) (X-XI)|(Rupees in ............... ) Particulars Note No. Figures for the current reporting period Figures for the previous reporting period I Revenue From Operations II Other Income III Total Income (I+II) IV EXPENSES Cost of materials consumed Purchases of Stock-in-Trade Changes in inventories of finished goods, Stock-in -Trade and work-in-progress Employee benefits expense Finance costs Depreciation and amortization expense Other expenses Total expenses (IV) V Profit/(loss) before exceptional items and tax (I- IV) VI Exceptional Items VII Profit/(loss) before tax (V-VI) VIII Tax expense: (1) Current tax (2) Deferred tax IX Profit (Loss) for the period from continuing operations (VII-VIII) X Profit/(loss) from discontinued operations XI Tax expense of discontinued operations XII Profit/(loss) from Discontinued operations (after tax) (X-XI)|(Rupees in ............... ) Particulars Note No. Figures for the current reporting period Figures for the previous reporting period I Revenue From Operations II Other Income III Total Income (I+II) IV EXPENSES Cost of materials consumed Purchases of Stock-in-Trade Changes in inventories of finished goods, Stock-in -Trade and work-in-progress Employee benefits expense Finance costs Depreciation and amortization expense Other expenses Total expenses (IV) V Profit/(loss) before exceptional items and tax (I- IV) VI Exceptional Items VII Profit/(loss) before tax (V-VI) VIII Tax expense: (1) Current tax (2) Deferred tax IX Profit (Loss) for the period from continuing operations (VII-VIII) X Profit/(loss) from discontinued operations XI Tax expense of discontinued operations XII Profit/(loss) from Discontinued operations (after tax) (X-XI)| |---|---|---|---|---|---|---| ||Particulars|Note No.||Figures for the current reporting period||Figures for the previous reporting period| |I|Revenue From Operations|||||| |II|Other Income|||||| |III|Total Income (I+II)|||||| |IV|EXPENSES Cost of materials consumed|||||| ||Purchases of Stock-in-Trade|||||| ||Changes in inventories of finished goods, Stock-in -Trade and work-in-progress|||||| ||Employee benefits expense|||||| ||Finance costs|||||| ||Depreciation and amortization expense|||||| ||Other expenses|||||| ||Total expenses (IV)|||||| |V|Profit/(loss) before exceptional items and tax (I- IV)|||||| |VI|Exceptional Items|||||| |VII|Profit/(loss) before tax (V-VI)|||||| |VIII|Tax expense: (1) Current tax (2) Deferred tax|||||| |IX|Profit (Loss) for the period from continuing operations (VII-VIII)|||||| |X|Profit/(loss) from discontinued operations|||||| |XI|Tax expense of discontinued operations|||||| |XII|Profit/(loss) from Discontinued operations (after tax) (X-XI)|||||| - (a) where the remuneration in excess of the limits specified in Section I or Section II is paid by any other company and that other company is either a foreign company or has got the approval of its shareholders in general meeting to make such payment, and treats this amount as managerial remuneration for the purpose of section 197 and the total managerial remuneration payable by such other company to its managerial persons including such amount or amounts is within permissible limits under section 197. 3[(b) where the company— (i) is a newly incorporated company, for a period of seven years from the date of its incorporation, or (ii) is a sick company, for whom a scheme of revival or rehabilitation has been ordered by the Board for Industrial and Financial Reconstruction for a period of five years from the date of sanction of scheme of revival, or (iii) is a company in relation to which a resolution plan has been approved by the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) for a period of five years from the date of such approval, it may pay[4] [any remuneration to its managerial persons[2] [or other directors]].] - (c) where remuneration of a managerial person[2] [or other director] exceeds the limits in Section II but the remuneration has been fixed by the Board for Industrial and Financial Reconstruction or the National Company Law Tribunal: 1. The word "public" omitted by Act 22 of 2019, s. 7 (w.e.f. 15-8-2019). 2. Ins. by s. 7, ibid . (w.e.f. 15-8-2019). company as have occurred between the first offer of securities or the previous offer of securities and the succeeding offer of securities and such other changes as may be prescribed, with the Registrar within the prescribed time, prior to the issue of a second or subsequent offer of securities under the shelf prospectus: Provided that where a company or any other person has received applications for the allotment of securities along with advance payments of subscription before the making of any such change, the company or other person shall intimate the changes to such applicants and if they express a desire to withdraw their application, the company or other person shall refund all the monies received as subscription within fifteen days thereof. (3) Where an information memorandum is filed, every time an offer of securities is made under sub-section (2), such memorandum together with the shelf prospectus shall be deemed to be a prospectus. Explanation.— For the purposes of this section, the expression "shelf prospectus" means a prospectus in respect of which the securities or class of securities included therein are issued for subscription in one or more issues over a certain period without the issue of a further prospectus. (1) (a)[1] [Property, Plant and Equipment 2[and Intangible assets]] (i)[3] [Property, Plant and Equipment] (ii) Intangible assets (iii) Capital work-in-progress (iv) Intangible assets under development (b) Non-current investments (c) Deferred tax assets (net) (d) Long-term loans and advances (e) Other non-current assets (21) "company limited by guarantee" means a company having the liability of its members limited by the memorandum to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up; (22) "company limited by shares" means a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them; 1[(23) "Company Liquidator" means a person appointed by the Tribunal as the Company Liquidator in accordance with the provisions of section 275 for the winding up of a company under this Act;] (24) "company secretary" or "secretary" means a company secretary as defined in clause (c) of subsection (1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) who is appointed by a company to perform the functions of a company secretary under this Act; (25) "company secretary in practice" means a company secretary who is deemed to be in practice under sub-section (2) of section 2 of the Company Secretaries Act, 1980 (56 of 1980); (26) "contributory" means a person liable to contribute towards the assets of the company in the event of its being wound up. (k) any matter filed with the Registrar, Regional Director or the Central Government under the Companies Act, 1956 (1 of 1956) before the commencement of this Act and not fully addressed at that time shall be concluded by the Registrar, Regional Director or the Central Government, as the case may be, in terms of that Act, despite its repeal. (3) The mention of particular matters in sub-section (2) shall not be held to prejudice the general application of section 6 of the General Clauses Act, 1897 (10 of 1897) with regard to the effect of repeal of the repealed enactments as if the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961) were also a Central Act. (ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. (iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability. Indemnity 91. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal. Note : The Articles shall be signed by each subscriber of the memorandum of association who shall add his address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise add his address, description and occupation, if any, and such signatures shall be in form specified below: |2.|Motor buses, motor lorries, motor cars and motor taxies used in|6 Years| |---|---|---| ||a business of running them on hire|| |3.|Motor buses, motor lorries and motor cars other than those used|8 Years| ||in a business of running them on hire|| |4.|Motor tractors, harvesting combines and heavy vehicles|-do-| |5.|Electrically operated vehicles including battery powered or fuel|8 Years| ||cell powered vehicles|| |VII.|Ships [NESD]|| |1.|Ocean-going ships|| |(i) |Bulk Carriers and liner vessels|25 Years| |(ii) |Crude tankers, product carriers and easy chemical carriers with|20 Years| ||or without conventional tank coatings.|| |(iii) |Chemicals and Acid Carriers:|| |(a) |With Stainless steel tanks|25 Years| |(b) |With other tanks|20 Years| |(iv) |Liquified gas carriers|30 Years| |(v) |Conventional large passenger vessels which are used for cruise|-do-| ||purpose also|| |(vi) |Coastal service ships of all categories|-do-| |_(vii) _Offshore supply and support vessels||20 Years| |_(viii) _Catamarans and other high speed passenger for ships or boats||-do-| |(ix) |Drill ships|25 Years| |(x) |Hovercrafts|15 Years| |(xi) |Fishing vessels with wooden hull|10 Years| |_(xii) _Dredgers, tugs, barges, survey launches and other similar ships||14 Years| ||used mainly for dredging purposes|| |2.|Vessels ordinarily operating on inland waters—|| |(i) |Speed boats|13 Years| |(ii) |Other vessels|28 Years| |VIII.|Aircrafts or Helicopters [NESD]|20 Years| |IX.|Railways sidings, locomotives, rolling stocks, tramways and|15 Years| ||railways used by concerns, excluding railway concerns|| ||[NESD]|| |X.|Ropeway structures [NESD]|15 Years| |XI.|Office equipment [NESD]|5 Years| |XII.|Computers and data processing units [NESD]|| |(i) |Servers and networks|6 Years| |(ii) |End user devices, such as, desktops, laptops, etc.|3 Years| |XIII.|Laboratory equipment [NESD]|| |(i) |General laboratory equipment|10 Years| 1 [(v) current maturities of Long term borrowings shall be disclosed separately.] 2 [ FA. Trade Payable :— The following details relating to Micro, Small and Medium Enterprises shall be disclosed in the notes: (a) the principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier at the end of each accounting year; (b) the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (7 of 2006), along with the amount of the payment made to the supplier beyond the appointed day during each accounting year; (c) the amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006; (d) the amount of interest accrued and remaining unpaid at the end of each accounting year; and (e) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006; ||(Amountin Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total|(Amountin Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total|(Amountin Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total|(Amountin Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total|(Amountin Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total|(Amountin Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total| |---|---|---|---|---|---|---| |Particulars|Outstanding for following periods from due date of payment#|||||| ||Less than 6 months|6 months- 1 year|1-2 years|2-3 years|More than 3 years|Total| |(i) Undisputed Trade receivables-considered good (ii) Undisputed Trade Receivables- considered doubtful (iii) Disputed Trade Receivables considered good (iv) Disputed Trade Receivables considered doubtful||||||| ||1||2|3|4| |---|---|---|---|---|---| ||Total expenses|||xxx|xxx| |V.|Profit before exceptional|and||xxx|xxx| ||extraordinary items and tax (III -||||| ||IV)||||| |VI.|Exceptional items|||xxx|xxx| |VII.|Profit before extraordinary items|||xxx|xxx| ||and tax (V - VI)||||| |VIII.|Extraordinary items|||xxx|xxx| |IX.|Profit before tax (VII- VIII)|||xxx|xxx| |X.|Tax expense:||||| ||(1) Current tax|||xxx|xxx| ||(2) Deferred tax|||xxx|xxx| |XI.|Profit (Loss) for the period from|||xxx|xxx| ||continuing operations (VII-VIII)||||| |XII.|Profit/(loss) from discontinuing|||xxx|xxx| ||operations||||| |XIII.|Tax expense of discontinuing|||xxx|xxx| ||operations||||| |XIV.|Profit/(loss) from Discontinuing|||xxx|xxx| ||operations (after tax) (XII-XIII)||||| |XV.|Profit (Loss) for the period (XI +|||xxx|xxx| ||XIV)||||| |XVI.|Earnings per equity share:||||| ||(1) Basic|||xxx|xxx| ||(2) Diluted|||xxx|xxx| See accompanying notes to the financial statements. GENERAL INSTRUCTIONS FOR PREPARATION OF STATEMENT OF PROFIT AND LOSS 1. The provisions of this Part shall apply to the income and expenditure account referred to in sub-clause (ii) of clause (40) of section 2 in like manner as they apply to a statement of profit and loss. in whom investments have been made and the nature and extent of the investment so made in each such body corporate (showing separately investments which are partly-paid). (ii) The following shall also be disclosed- (a) Aggregate amount of quoted investments and market value thereof; - (b) Aggregate amount of unquoted investments; - (c) Aggregate amount of impairment in value of investments. III. Trade Receivables: 1[(i) Trade receivables shall be sub-classified as: |(a)|Loans|Receivables|considered|good|-|Secured;| |---|---|---|---|---|---|---| |(b)|Loans|Receivables|considered|good|-|Unsecured;| (c) Loans Receivables which have significant increase in Credit Risk; and (d) Trade Receivables - credit impaired.] (ii) Allowance for bad and doubtful debts shall be disclosed under the relevant heads separately. (iii) Debts due by directors or other officers of the company or any of them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director is a partner or a director or a member should be separately stated. 1. Subs. by Notification No. G.S.R. 1022(E), dated 11th October, 2018, for "III Trade Receivables" (w.e.f. 11-10-2018). 1[(iv) For trade receivable outstanding, following ageing schedule shall be given: Trade Receivables ageing schedule ( Amount in Rs.) 'Long term debt' is a borrowing having a period of more than twelve months at the time of origination III. Other current liabilities: The amounts shall be classified as- (a) revenue received in advance; (b) other advances (specify nature); and (c) others (specify nature); 1. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). (ii) 'Non-controlling interests' in the Balance Sheet and in the Statement of Changes in Equity, within equity, shall be presented separately from the equity of the 'owners of the parent'. (iii) Investments accounted for using the equity method. 1. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). 2. In Consolidated Financial Statements, the following shall be disclosed by way of additional information: |Name of the entity in the Group|Net Assets,i.e., total assets minus total |Net Assets,i.e., total assets minus total | Share in profit or loss| Share in profit or loss|Share in other comprehensive ~~income~~|Share in other comprehensive ~~income~~|Share in total comprehensive ~~income~~|Share in total comprehensive ~~income~~| |---|---|---|---|---|---|---|---|---| ||~~li bili i~~ As % of consolidate d net assets|Amount||||||| |||| As % of consolidate dprofit or |Amount|As % of consolidated other |Amount|As % of total comprehensi ve income| Amount| |Parent Subsidiaries Indian 1. 2. 3. . . Foreign 1. 2. 3. . . Non-controlling Interests in all|||~~l~~||~~h~~ ~~i~~|||| ==> picture [483 x 383] intentionally omitted <== |r other director] not exceeding the limits under (A) and (B) given below:—|r other director] not exceeding the limits under (A) and (B) given below:—|r other director] not exceeding the limits under (A) and (B) given below:—|r other director] not exceeding the limits under (A) and (B) given below:—| |---|---|---|---| |4[(A):|||| ||(1)|(2)|(3)| |SI. No.|Where the effective capital (in rupees) is|Limit of yearly remuneration payable shall not exceed (in Rupees) in case of a managerial person|Limit of yearly remuneration payable shall not exceed (in rupees) in case of other director| |(i)|Negative or less than 5 crores.|60 lakhs|12 Lakhs| |(ii)|5 crores and above but less than 100 crores.|84 lakhs|17 Lakhs| |(iii)|100 crores and above but less than 250 crores.|120 lakhs|24 Lakhs| |(iv)|250 crores and above.|120 lakhs plus 0.01% of the effective capital in excess of Rs. 250 crores:|24 Lakhs plus 0.01% of the effective capital in excess of Rs. 250 crores:]| 5[Provided that the remuneration in excess of above limits may be paid] if the resolution passed by the shareholders is a special resolution. 1. Ins. by Notification No. S.O. 1256(E), dated 18th March, 2021 (w.e.f. 18-3-2021). 2. Subs. by Notification No. S.O. 2922(E), dated 12th September 2016, for Section II. (vii) (a) Dividends from subsidiary companies. (b) Provisions for losses of subsidiary companies. (viii) The profit and loss account shall also contain by way of a note the following information, namely:— - (a) Value of imports calculated on C.I.F basis by the company during the financial year in respect of— - I. Raw materials; - II. Components and spare parts; - III. Capital goods; (b) Expenditure in foreign currency during the financial year on account of royalty, know-how, professional and consultation fees, interest, and other matters; (c) Total value if all imported raw materials, spare parts and components consumed during the financial year and the total value of all indigenous raw materials, spare parts and components similarly consumed and the percentage of each to the total consumption; (d) The amount remitted during the year in foreign currencies on account of dividends with a specific mention of the total number of non-resident shareholders, the total number of shares held by them on which the dividends were due and the year to which the dividends related; - (e) Earnings in foreign exchange classified under the following heads, namely:— - I. Export of goods calculated on F.O.B. basis; - II. Royalty, know-how, professional and consultation fees; - III. Interest and dividend; - IV. Other income, indicating the nature thereof. 1. The word "prospectus" omitted by Act 22 of 2019, s. 38 (w.e.f. 15-8-2019). directed to be performed or discharged or exercised or done by the Registrar in the electronic form in such manner as may be prescribed. Explanation .— For the removal of doubts, it is hereby clarified that the rules made under this section shall not relate to imposition of fines or other pecuniary penalties or demand or payment of fees or contravention of any of the provisions of this Act or punishment therefor. (2) The Central Government may, by notification, frame a scheme to carry out the provisions of sub-section (1) through the electronic form. Provided that the limits under this Section shall be applicable subject to meeting all the conditions specified under Section II and the following additional conditions:— 1. The words "without Central Government approval" omitted by Notification No. S.O. 4822(E), dated 12th September, 2018 (w.e.f. 12-9-2018). 2. Ins. by Notification No. S.O. 1256(E), dated 18[th] March, 2021 (w.e.f. 18-3-2021). 3. Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for clause (b) (w.e.f. 15-11-2016). 4. Subs. by Notification No. S.O. 4822(E), dated 12th September, 2018, for "remuneration up to two times the amount permissible under Section II" (w.e.f. 12-9-2018). - (i) except as provided in para (a) of this Section, the managerial person is not receiving remuneration from any other company; - (ii) the auditor or Company Secretary of the company or where the company has not appointed a Secretary, a Secretary in whole-time practice, certifies that all secured creditors and term lenders have stated in writing that they have no objection for the appointment of the managerial person[1] [or other director] as well as the quantum of remuneration and such certificate is filed along with the return as prescribed under sub-section (4) of section 196. Explanation. —For the purposes of this clause, it is hereby clarified that a person holding fully paidup shares in a company shall be considered as a contributory but shall have no liabilities of a contributory under the Act whilst retaining rights of such a contributory; (27) "control" shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner; 1. Subs. by Act 31 of 2016, s. 255 and the Eleventh Schedule, for clause (23) (w.e.f. 15-11-2016). 1[(28) "Cost Accountant" means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 (23 of 1959) and who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;] (29) "court" means— (i) the High Court having jurisdiction in relation to the place at which the registered office of the company concerned is situate, except to the extent to which jurisdiction has been conferred on any district court or district courts subordinate to that High Court under sub-clause (ii); |Names, addresses, descriptions|Witnesses (along with names, addresses,| |---|---| |and occupations of subscribers|descriptions and occupations)| |A.B. of………….Merchant|Signed before me| ||Signature…………….| |C.D. of………….Merchant|Signed before me| ||Signature…………….| |E.F. of…………. Merchant|Signed before me| ||Signature…………….| |G.H. of………….Merchant|Signed before me| ||Signature…………….| |I.J. of………….Merchant|Signed before me| |---|---| ||Signature…………….| |K.L. of………….Merchant|Signed before me| ||Signature…………….| |M.N. of………….Merchant|Signed before me| ||Signature…………….| |Dated the……..day of ………20……|| |Place: ................................|| TABLE - G ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND HAVING A SHARE CAPITAL 1 . The number of members with which the company proposes to be registered is hundred, but the Board of Directors may, from time to time, register an increase of members. 2. All the articles of Table F in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company. TABLE - H ARTICLES OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL Interpretation I. (1) In these regulations— - (a) "the Act" means the Companies Act, 2013; - (b) "the seal" means the common seal of the company. (ii) Laboratory equipments used in educational institutions 5 Years Electrical Installations and Equipment [NESD] 10 years Hydraulic works, pipelines and sluices [NESD] 15 Years XIV. Electrical Installations and Equipment [NESD] XV. Hydraulic works, pipelines and sluices [NESD] Notes.— 1. "Factory buildings" does not include offices, godowns, staff quarters. 1. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). 2. Ins. by Notification No. G.S.R. 679(E), dated 4th September, 2015 (w.e.f. 4-9-2015). Explanation .-The terms 'appointed day', 'buyer', 'enterprise', 'micro enterprise', 'small enterprise' and 'supplier', shall have the same meaning assigned to those under clauses (b), (d), (e), (h), (m) and (n) respectively of section 2 of the Micro, Small and Medium Enterprises Development Act, 2006.] 1[FB. Trade payables due for payment The following ageing schedule shall be given for Trade payable due for payment:- Trade Payables ageing schedule |Particulars|Outstanding for following periods from due date of payment#|Outstanding for following periods from due date of payment#|Outstanding for following periods from due date of payment#|Outstanding for following periods from due date of payment#|| |---|---|---|---|---|---| ||Less than 1year|1-2 years|2-3 years|More than 3 years|Total| |(i) MSME (ii) Others (iii) Disputed dues MSME (iv) Disputed dues- others|||||| similar information shall be given where no due date of payment is specified in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately;] G. Other current liabilities The amounts shall be classified as: 2* - (b) Current maturities of finance lease obligations; (c) Interest accrued but not due on borrowings; similar information shall be given where no due date of payment is specified, in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately.] N. Current Investments - (i) Current investments shall be classified as: - (a) Investments in Equity Instruments; - (b) Investments in Preference Shares; - (c) Investments in Government or trust securities; - (d) Investments in debentures or bonds; - (e) Investments in Mutual Funds; 1. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). - (f) Investments in partnership firms; - (g) Other investments (specify nature). Under each classification, details shall be given of names of the bodies corporate [indicating separately whether such bodies are: (i) subsidiaries, (ii) associates, (iii) joint ventures, or (iv) controlled special purpose entities] in whom investments have been made and the nature and extent of the investment so made in each such body corporate (showing separately investments which are partly paid). In regard to investments in the capital of partnership firms, the names of the firms (with the names of all their partners, total capital and the shares of each partner) shall be given. - (ii) The following shall also be disclosed: - (a) The basis of valuation of individual investments; - (b) Aggregate amount of quoted investments and market value thereof; |Particulars|Outstandingfor following periodsfromdue date ofpayment#|Outstandingfor following periodsfromdue date ofpayment#|Outstandingfor following periodsfromdue date ofpayment#|Outstandingfor following periodsfromdue date ofpayment#|Outstandingfor following periodsfromdue date ofpayment#|| |---|---|---|---|---|---|---| ||Less than 6 months|6 months - 1year|1-2 years|2-3 years|More than 3 years|Total| |(i) Undisputed Trade receivables- considered good (ii) Undisputed Trade Receivables -which have significant increase in credit risk (iii) Undisputed Trade Receivables-credit impaired (iv) Disputed Trade Receivables- considered good (v) Disputed Trade Receivables- which have significant increase in credit risk (iv) Disputed Trade Receivables - creditimpaired||||||| similar information shall be given where no due date of payment is specified in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately.] IV. Cash and cash equivalents: Cash and cash equivalents shall be classified as- - a. Balances with Banks (of the nature of cash and cash equivalents); - b. Cheques, drafts on hand; - c. Cash on hand; and - d. Others (specify nature). - V. Loans: (i) Loans shall be classified as: - (a) 2* - (b) Loans to related parties (giving details thereof); and - (c) Others (specify nature). - 3[(ii) Trade receivables shall be sub-classified as: 3. The words "without Central Government approval" omitted by Notification No. S.O. 4822(E), dated 12th September, 2018 (w.e.f. 12-9-2018). 4. Subs. by Notification No. S.O. 1256(E), for Table (A) dated 18th March, 2021 (w.e.f. 18-3-2021). 5. Subs. by Notification No. S.O. 4822(E), for "Provided that the above limits shall be doubled" (w.e.f. 12-9-2018). Explanation.— It is hereby clarified that for a period less than one year, the limits shall be pro-rated. (B) In case of a managerial person who is functioning in a professional capacity,[1] [remuneration as per item (A) may be paid], if such managerial person is not having any interest in the capital of the company or its holding company or any of its subsidiaries directly or indirectly or through any other statutory structures and not having any direct or indirect interest or related to the directors or promoters of the company or its holding company or any of its subsidiaries at any time during the last two years before or on or after the date of appointment and possesses graduate level qualification with expertise and specialised knowledge in the field in which the company operates: Note:— Broad heads shall be decided taking into account the concept of materiality and presentation of true and fair view of financial statements. 1[(ix) Undisclosed income:- The Company shall give details of any transaction not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961), unless there is immunity for disclosure under any scheme and also shall state whether the previously unrecorded income and related assets have been properly recorded in the books of account during the year.; - (x) Corporate Social Responsibility (CSR) Where the company covered under section 135 of the companies act, the following shall be disclosed with regard to CSR activities:- - (a) amount required to be spent by the company during the year, - (b) amount of expenditure incurred, - (c) shortfall at the end of the year, - (d) total of previous years shortfall, - (e) reason for shortfall, - (f) nature of CSR activities (g) details of related party transactions, e.g., contribution to a trust controlled by the company in relation to CSR expenditure as per relevant Accounting Standard, (h) where a provision is made with respect to a liability incurred by entering into a contractual obligation, the movements in the provision during the year should be shown separately. 1. The Explanation ins. by Notification No. G.S.R. 362(E), dated 10[th] April 2018 (w.e.f. 10-4-2018). Signature……………. Dated the……..day of ………20…… Place: ................................ TABLE - I ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND HAVING A SHARE CAPITAL 1 . The number of members with which the company proposes to be registered is hundred, but the Board of Directors may, from time to time, register an increase of members. 2. All the articles of Table F in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company. TABLE - J ARTICLES OF ASSOCIATION OF AN UNLIMITED COMPANY AND NOT HAVING SHARE CAPITAL 1. The number of members with which the company proposes to be registered is hundred, but the Board of Directors may, from time to time, whenever the company or the business of the company requires it, register an increase of members. 2. The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company. 3. All the articles of Table H in Schedule I annexed to the Companies Act, 2013 shall be deemed to be incorporated with these articles and to apply to the company. SCHEDULE II ( See section 123) USEFUL LIVES TO COMPUTE DEPRECIATION PART 'A' (ii) the district court, in cases where the Central Government has, by notification, empowered any district court to exercise all or any of the jurisdictions conferred upon the High Court, within the scope of its jurisdiction in respect of a company whose registered office is situate in the district; (iii) the Court of Session having jurisdiction to try any offence under this Act or under any previous company law; (iv) the Special Court established under section 435; (v) any Metropolitan Magistrate or a Judicial Magistrate of the First Class having jurisdiction to try any offence under this Act or under any previous company law; (30) "debenture" includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not: 2[Provided that— (a) the instruments referred to in Chapter III-D of the Reserve Bank of India Act, 1934 (2 of 1934); and (b) such other instrument, as may be prescribed by the Central Government in consultation with the Reserve Bank of India, issued by a company, shall not be treated as debenture;] (31) "deposit" includes any receipt of money by way of deposit or loan or in any other form by a company, but does not include such categories of amount as may be prescribed in consultation with the Reserve Bank of India; (2) Unless the context otherwise requires, words or expressions contained in these regulations shall have the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. Members II. 1. The number of members with which the company proposes to be registered is hundred, but the Board of Directors may, from time to time, whenever the company or the business of the company requires it, register an increase of members. 2. The subscribers to the memorandum and such other persons as the Board shall admit to membership shall be members of the company. General meetings 3. All general meetings other than annual general meeting shall be called extraordinary general meeting. 4. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting. (ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any director or any two members of the company may call an extraordinary general meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board. Proceedings at general meetings 5. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. (d) Interest accrued and due on borrowings; (e) Income received in advance; (f) Unpaid dividends; (g) Application money received for allotment of securities and due for refund and interest accrued thereon. Share application money includes advances towards allotment of share capital. The terms and conditions including the number of shares proposed to be issued, the amount of premium, if any, and the period before which shares shall be allotted shall be disclosed. It shall also be disclosed whether the company has sufficient authorised capital to cover the share capital amount resulting from allotment of shares out of such share application money. Further, the period for which the share application money has been pending beyond the period for allotment as mentioned in the document inviting application for shares along with the reason for such share application money being pending shall be disclosed. Share application money not exceeding the issued capital and to the extent not refundable shall be shown under the head Equity and share application money to the extent refundable, i.e. , the amount in excess of subscription or in case the requirements of minimum subscription are not met, shall be separately shown under "Óther current liabilities"; (h) Unpaid matured deposits and interest accrued thereon; (i) Unpaid matured debentures and interest accrued thereon; (j) Other payables (specify nature). H. Short-term provisions - (c) Aggregate amount of unquoted investments; - (d) Aggregate provision made for diminution in value of investments. O. Inventories - (i) Inventories shall be classified as: - (a) Raw materials; - (b) Work-in-progress; - (c) Finished goods; - (d) Stock-in-trade (in respect of goods acquired for trading); - (e) Stores and spares; - (f) Loose tools; - (g) Others (specify nature). - (ii) Goods-in-transit shall be disclosed under the relevant sub-head of inventories. - (iii) Mode of valuation shall be stated. P. Trade Receivables - 1[(i) For trade receivables outstanding, the following ageing schedules shall be given: Trade Receivables ageing schedule - (a) Loans Receivables considered good - Secured; - (b) Loans Receivables considered good - Unsecured; - (c) Loans Receivables which have significant increase in Credit Risk; and - (d) Trade Receivables - credit impaired.] - (iii) Allowance for bad and doubtful loans shall be disclosed under the relevant heads separately. (iv) Loans due by directors or other officers of the company or any of them either severally or jointly with any other person or amounts due by firms or private companies respectively in which any director is a partner or a director or a member shall be separately stated. Provided that any employee of a company holding shares of the company not exceeding 0.5% of its paid up share capital under any scheme formulated for allotment of shares to such employees including Employees Stock Option Plan or by way of qualification shall be deemed to be a person not having any interest in the capital of the company: Provided further that the limits specified under items (A) and (B) of this section shall apply, if- - (i) payment of remuneration is approved by a resolution passed by the Board and, in the case of a company covered under sub-section (1) of section 178 also by the Nomination and Remuneration Committee; - (ii) 2[the company has not committed any default in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditor, and in case of default, the prior approval of the bank or public financial institution concerned or the non-convertible debenture holders or other secured creditor, as the case may be, shall be obtained by the company before obtaining the approval in the general meeting;] - (iii) an ordinary resolution or a special resolution, as the case may be, has been passed for payment of remuneration as per[3] * item (A) or a special resolution has been passed for payment of remuneration as per item (B), at the general meeting of the company for a period not exceeding three years. 16. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine. (ii) The Board shall be at liberty to waive payment of any such interest wholly or in part. 17. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable. (ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 18. The Board— (a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him; and 1. Depreciation is the systematic allocation of the depreciable amount of an asset over its useful life. The depreciable amount of an asset is the cost of an asset or other amount substituted for cost, less its residual value. The useful life of an asset is the period over which an asset is expected to be available for use by an entity, or the number of production or similar units expected to be obtained from the asset by the entity. (32) "depository" means a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996 (22 of 1996); (33) "derivative" means the derivative as defined in clause (ac) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (34) "director" means a director appointed to the Board of a company; (35) "dividend" includes any interim dividend; (36) "document" includes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic form; (37) "employees' stock option" means the option given to the directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a pre-determined price; 1. Subs. by Act 1 of 2018, s. 2, for clause (28) (w.e.f. 9-2-2018). 2. The Proviso ins. by s. 2, ibid . (w.e.f. 9-2-2018). (38) "expert" includes an engineer, a valuer, a chartered accountant, a company secretary, a cost accountant and any other person who has the power or authority to issue a certificate in pursuance of any law for the time being in force; (ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103. 6. The Chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company. 7. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairperson of the meeting, the directors present shall elect one of their members to be Chairperson of the meeting. 8. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of the meeting. Adjournment of meeting 9. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. (ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. 1. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). ||(Amount in Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total|(Amount in Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total|(Amount in Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total|(Amount in Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total|(Amount in Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total|(Amount in Rs.) Outstanding for following periods from due date of payment# Less than 6 months 6 months- 1 year 1-2 years 2-3 years More than 3 years Total| |---|---|---|---|---|---|---| |Particulars|Outstanding for following periods from due date of payment#|||||| ||Less than 6 months|6 months- 1 year|1-2 years|2-3 years|More than 3 years|Total| |(i) Undisputed Trade receivables-considered good (ii) Undisputed Trade Receivables-considered doubtful (iii) Disputed Trade Receivables considered good (iv) Disputed Trade Receivables considered doubtful||||||| - (iv) a statement along with a notice calling the general meeting referred to in clause (iii) is given to the shareholders containing the following information, namely:- - I. General information: - (1) Nature of industry - (2) Date or expected date of commencement of commercial production - (3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus - (4) Financial performance based on given indicators - (5) Foreign investments or collaborations, if any. II. Information about the appointee: - (1) Background details - (2) Past remuneration - (3) Recognition or awards - (4) Job profile and his suitability - (5) Remuneration proposed (b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, twelve per cent. per annum, as may be agreed upon between the Board and the member paying the sum in advance. Transfer of shares 19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor and transferee. (ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. 20. The Board may, subject to the right of appeal conferred by section 58 decline to register— (a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or (b) any transfer of shares on which the company has a lien. 21. The Board may decline to recognise any instrument of transfer unless— - (a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56; (b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and (c) the instrument of transfer is in respect of only one class of shares. 1. Where compliance with the requirements of the Act including Accounting Standards as applicable to the companies require any change in treatment or disclosure including addition, amendment, substitution or deletion in the head or sub-head or any changes, inter se , in the financial statements or statements forming part thereof, the same shall be made and the requirements of this Schedule shall stand modified accordingly. (39) "financial institution" includes a scheduled bank, and any other financial institution defined or notified under the Reserve Bank of India Act, 1934 (2 of 1934); (40) "financial statement" in relation to a company, includes— - (i) a balance sheet as at the end of the financial year; (ii) a profit and loss account, or in the case of a company carrying on any activity not for profit, an income and expenditure account for the financial year; (iii) cash flow statement for the financial year; (iv) a statement of changes in equity, if applicable; and (v) any explanatory note annexed to, or forming part of, any document referred to in sub-clause (i) to sub-clause (iv): Provided that the financial statement, with respect to One Person Company, small company and dormant company, may not include the cash flow statement; (41) "financial year", in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up: (iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. Voting rights 10. Every member shall have one vote. 11. A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. 12 . No member shall be entitled to vote at any general meeting unless all sums presently payable by him to the company have been paid. 13. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. (ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive. 14. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the shares in respect of which the proxy is given: 1. Subs. by Notification No. G.S.R. 207(E), dated 24th March, 2021, for item (i) (w.e.f. 1-4-2021). similar information shall be given where no due date of payment is specified in that case disclosure shall be from the date of the transaction. Unbilled dues shall be disclosed separately.] - (ii) Trade receivables shall be sub-classified as: - (a) Secured, considered good; - (b) Unsecured, considered good; - (c) Doubtful. - (iii) Allowance for bad and doubtful debts shall be disclosed under the relevant heads separately. (iv) Debts due by directors or other officers of the company or any of them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director is a partner or a director or a member should be separately stated. Q. Cash and cash equivalents (i) Cash and cash equivalents shall be classified as: - (a) Balances with banks; - (b) Cheques, drafts on hand; - (c) Cash on hand; - (d) Others (specify nature). - (ii) Earmarked balances with banks (for example, for unpaid dividend) shall be separately stated. (iii) Balances with banks to the extent held as margin money or security against the borrowings, guarantees, other commitments shall be disclosed separately. (iv) Repatriation restrictions, if any, in respect of cash and bank balances shall be separately stated. 22. On giving not less than seven days' previous notice in accordance with section 91and rules made thereunder, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year. Transmission of shares 23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares. (ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 24 . (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either— (a) to be registered himself as holder of the share; or (b) to make such transfer of the share as the deceased or insolvent member could have made. 1. Where a company is required to prepare Consolidated Financial Statements, i.e ., consolidated balance sheet and consolidated statement of profit and loss, the company shall mutatis mutandis follow the requirements of this Schedule as applicable to a company in the preparation of balance sheet and statement of profit and loss. In addition, the consolidated financial statements shall disclose the information as per the requirements specified in the applicable Accounting Standards including the following: (i) Profit or loss attributable to "minority interest" and to owners of the parent in the statement of profit and loss shall be presented as allocation for the period. (ii) "Minority interests" in the balance sheet within equity shall be presented separately from the equity of the owners of the parent. 1[Provided that where a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Central Government may, on an application made by that company or body corporate in such form and manner as may be prescribed, allow any period as its financial year, whether or not that period is a year: Provided further that any application pending before the Tribunal as on the date of commencement of the Companies (Amendment) Act, 2019, shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencement;] 2[Provided also that ] a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause; (42) "foreign company" means any company or body corporate incorporated outside India which— (a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and (b) conducts any business activity in India in any other manner; (43) "free reserves" means such reserves which, as per the latest audited balance sheet of a company, are available for distribution as dividend: Provided that— Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used. 15. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once. 16. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of the poll. Board of Directors 17. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum or a majority of them. 18. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day. (ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them— (a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company; or (b) in connection with the business of the company. Proceedings of the Board 19. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. (v) Bank deposits with more than twelve months maturity shall be disclosed separately. R. Short-term loans and advances (i) Short-term loans and advances shall be classified as: - (a) Loans and advances to related parties (giving details thereof); - (b) Others (specify nature). - (ii) The above shall also be sub-classified as: - (a) Secured, considered good; - (b) Unsecured, considered good; - (c) Doubtful. (iii) Allowance for bad and doubtful loans and advances shall be disclosed under the relevant heads separately. (iv) Loans and advances due by directors or other officers of the company or any of them either severally or jointly with any other person or amounts due by firms or private companies respectively in which any director is a partner or a director or a member shall be separately stated. S. Other current assets (specify nature) This is an all-inclusive heading, which incorporates current assets that do not fit into any other asset categories. T. Contingent liabilities and commitments (to the extent not provided for) - (i) Contingent liabilities shall be classified as: - (a) Claims against the company not acknowledged as debt; - (b) Guarantees; (c) Other money for which the company is contingently liable. (ii) Commitments shall be classified as: - (a) Estimated amount of contracts remaining to be executed on capital account and not provided for; (ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. 25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. (ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member. 26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would been titled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company: 1. Every company to which Indian Accounting Standards apply, shall prepare its financial statements in accordance with this Schedule or with such modification as may be required under certain circumstances. (i) any amount representing unrealised gains, notional gains or revaluation of assets, whether shown as a reserve or otherwise, or (ii) any change in carrying amount of an asset or of a liability recognised in equity, including surplus in profit and loss account on measurement of the asset or the liability at fair value, shall not be treated as free reserves; 1. The proviso subs. by Act 22 of 2019, s. 2 (w.e.f. 2-11-2018). 2. Subs. by s. 2, ibid., for "Provided further that" (w.e.f. 2-11-2018). (44) "Global Depository Receipt" means any instrument in the form of a depository receipt, by whatever name called, created by a foreign depository outside India and authorised by a company making an issue of such depository receipts; (45) "Government company" means any company in which not less than fifty-one per cent. of the paid-up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, and includes a company which is a subsidiary company of such a Government company; (46) "holding company", in relation to one or more other companies, means a company of which such companies are subsidiary companies; 1[ Explanation. —For the purposes of this clause, the expression "company" includes any body corporate;] (47) "independent director" means an independent director referred to in sub-section (6) of section 149; (ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board. 20. (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. (ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote. 21. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director 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, but for no other purpose. 22. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office. (ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their members to be Chairperson of the meeting. 23. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of such member or members of its body as it thinks fit. - (b) Uncalled liability on shares and other investments partly paid; - (c) Other commitments (specify nature). U. The amount of dividends proposed to be distributed to equity and preference shareholders for the period and the related amount per share shall be disclosed separately. Arrears of fixed cumulative dividends on preference shares shall also be disclosed separately. V. Where in respect of an issue of securities made for a specific purpose, the whole or part of the amount has not been used for the specific purpose at the balance sheet date, there shall be indicated by way of note how such unutilised amounts have been used or invested. 1[VA. Where the company has not used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date, the company shall disclose the details of where they have been used.] W. If, in the opinion of the Board, any of the assets other than[2] [Property, Plant and Equipment][3] [,Intangible assets] and non-current investments do not have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated, the fact that the Board is of that opinion, shall be stated. [4] * * * * * 5[Y. Additional Regulatory Information (i) Title deeds of Immovable Property not held in name of the Company Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with. 27. In case of a One Person Company— (i) on the death of the sole member, the person nominated by such member shall be the person recognised by the company as having title to all the shares of the member; (ii) the nominee on becoming entitled to such shares in case of the member's death shall be informed of such event by the Board of the company; (iii) such nominee shall be entitled to the same dividends and other rights and liabilities to which such sole member of the company was entitled or liable; (iv) on becoming member, such nominee shall nominate any other person with the prior written consent of such person who, shall in the event of the death of the member, become the member of the company. Forfeiture of shares 1. An entity shall classify an asset as current when- - (a) it expects to realise the asset, or intends to sell or consume it, in its normal operating cycle; - (b) it holds the asset primarily for the purpose of trading; - (c) it expects to realise the asset within twelve months after the reporting period; or - (d) the asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. An entity shall classify all other assets as non-current. (48) "Indian Depository Receipt" means any instrument in the form of a depository receipt created by a domestic depository in India and authorised by a company incorporated outside India making an issue of such depository receipts; 2* * * * * (50) "issued capital" means such capital as the company issues from time to time for subscription; (51) "key managerial personnel", in relation to a company, means— - (i) the Chief Executive Officer or the managing director or the manager; - (ii) the company secretary; - (iii) the whole-time director; - (iv) the Chief Financial Officer;[3] * 4 [(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and (vi) such other officer as may be prescribed;] (52) "listed company" means a company which has any of its securities listed on any recognised stock exchange: 5[Provided that such class of companies, which have listed or intend to list such class of securities, as may be prescribed in consultation with the Securities and Exchange Board, shall not be considered as listed companies.] (ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board. 24. (i) A committee may elect a Chairperson of its meetings. (ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their members to be Chairperson of the meeting. 25. (i) A committee may meet and adjourn as it thinks proper. (ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairman shall have a second or casting vote. 26. All acts done by any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director. The company shall provide the details of all the immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the company in format given below and where such immovable property is jointly held with others, details are required to be given to the extent of the company's share. |Relevant line item in the Balance sheet|Description of item of property|Gross carrying value|Title deeds held in the name of|Whether title deed holder is a promoter, director or relative# of promoter*/director or employee of promoter/director|Property held since which date|Reason for not being held in the name of the company| |---|---|---|---|---|---|---| |PPE-|Land Building|-|-|-|-| also indicate if in dispute| |Investment property-|Land Building|||||| |PPE retired from active use and held for disposal -|Land Building|||||| |others||||||| Relative here means relative as defined in the Companies Act, 2013. *Promoter here means promoter as defined in the Companies Act, 2013. 1. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). 2. Subs. by Notification No. G.S.R. (E), dated 11th October, 2018, for "fixed assets" (w.e.f. 11-10-2018). 3. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). 28. If a member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 29. The notice aforesaid shall— (a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made; and (b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made shall be liable to be forfeited. 30. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. 31. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit. (ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit. 1. The provisions of this Part shall apply to the income and expenditure account, in like manner as they apply to a Statement of Profit and Loss. (53) "manager" means an individual who, subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, whether under a contract of service or not; (54) "managing director" means a director who, by virtue of the articles of a company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the company and includes a director occupying the position of managing director, by whatever name called. 27. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be as valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer 28. Subject to the provisions of the Act,— (i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board. (ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer. 29. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. The Seal 30. (i) The Board shall provide for the safe custody of the seal. 32. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of forfeiture, were presently payable by him to the company in respect of the shares. (ii) The liability of such person shall cease if and when the company shall have received payment in full of all such monies in respect of the shares. 33. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share; (ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of; (iii) The transferee shall thereupon be registered as the holder of the share; and (iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 1. The word "and" omitted by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). 2. Ins. by Notification No. G.S.R. 207(E), dated 24th March, 2021, (w.e.f. 1-4-2021). - (a) interest Income; - (b) dividend Income; and - (c) other non-operating income (net of expenses directly attributable to such income). 34. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Alteration of capital 35. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution. 36. Subject to the provisions of section 61, the company may, by ordinary resolution,— (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any denomination; (c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum; (d) cancel any shares which, at the date of the passing of the resolution, have-not been taken or agreed to be taken by any person. 37. Where shares are converted into stock,— (a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto as circumstances admit: 1. Every Non-Banking Financial company as defined in the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 to which Indian Accounting Standards apply, shall prepare its financial statements in accordance with this Schedule or with such modification as may be required under certain circumstances. 1. When an NBFC applies an accounting policy retrospectively or makes a restatement of items in the financial statements or when it reclassifies items in its financial statements, the NBFC shall attach to the Balance Sheet, a "Balance Sheet" as at the beginning of the earliest comparative period presented. PART III Provisions applicable to Parts I and II of this Schedule 1. The appointment and remuneration referred to in Part I and Part II of this Schedule shall be subject to approval by a resolution of the shareholders in general meeting.

Source: India Code