(1)No director of a company shall receive any payment by way of compensation in connection with any ¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 19 event mentioned in sub-section (1) of section 191 unless the following particulars are disclosed to the members of the company and they pass a resolution at a general meeting approving the payment of such amount —
(a) name of the director;
(b) amount proposed to be paid;
(c) event due to which compensation become payable;
(d) date of Board meeting recommending such payment;
(e) basis for the amount determined;
(f) reason or justification for the payment;
(g) manner of payment - whether payable in cash or otherwise and how;
(h) sources of payment; and
(i) any other relevant particulars as the Board may think fit.
(2) Any payment made by a company by way of compensation for the loss of office or as a consideration for retirement from office or in connection with such loss or retirement, to a managing director or whole time director or manager of the company shall not exceed the limit as set out under section 202.
(3) No payment shall be made to the managing director or whole time director or manager of the company by way of compensation for the loss of office or as consideration for retirement from office (other than notice pay and statutory payments in accordance with the terms of appointment of such director or manager, as applicable) or in connection with such loss or retirement if —
(a) the company is in default in repayment of public deposits or payment of interest thereon;
(b) the company is in default in redemption of debentures or payment of interest thereon;
(c) the company is in default in repayment of any liability, secured or unsecured, payable to any bank, public financial institution or any other financial institution;
(d) the company is in default in payment of any dues towards income tax, VAT, excise duty, service tax or any other tax or duty, by whatever name called, payable to the Central Government or any State Government, statutory authority or local authority (other than in cases where the company has disputed the liability to pay such dues);
(e) there are outstanding statutory dues to the employees or workmen of the company which have not been paid by the company (other than in cases where the company has disputed the liability to pay such dues); and
(f) the company has not paid dividend on preference shares or not redeemed preference shares on due date.
Explanation : Pending notification of sub-section (1) of section 247 of the Act and finalisation of qualifications and experience of valuers, valuation of stocks, shares, debentures, securities etc. will be conducted by an independent merchant banker who is registered with the Securities and Exchange Board of India or an independent chartered accountant in practice having a minimum experience of ten years.
FORM MBP - 1 Notice of interest by director [Pursuant to section 184 (1) and rule 9(1)] To The Board of Directors ………………..Limited Dear Sir(s) I, .............., son/daughter/spouse of ……………., resident of ………….., being a director in the company hereby give notice of my interest or concern in the following company or companies, bodies corporate, firms or other association of individuals:- 20 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)] I.
Sl. No. Names of the Companies/bodies corporate/ firms/ association of individuals Nature of interest or concern / Change in interest or concern Shareholding Date on which interest or concern arose / changed Signature:
MD/Director/Secretary/Whole time Director Place:
Date:
Form MBP - 2 Register of loans, guarantee, security and acquisition made by the company [Pursuant to section186(9) & rule 12(1)] Nature of transaction (whether loan/ guarantee/ security/acquisition) Date of making loan/acquisition / giving guarantee/ providing security Name and address of the person or body corporate to whom it is made or given or whose securities have been acquired (Listed/Unlisted entities) Amount of loan/ security/acquisition/ guarantee Time period for which it is made/ given
(1) (2) (3) (4) (5) Purpose of loan/acquisition/ guarantee/ security % of loan/acquisition/ exposure on guarantee/ security provided to the paid up capital, free reserves and securities premium account and % of free reserves and securities premium Date of passing Board resolution Date of passing special resolution, if required For loans Rate of interest Date of maturity ¹Hkkx IIµ[k.M 3(i)º Hkkjr dk jkti=k % vlk/kj.k 21
(6) (7) (8) (9) (10) (11) For acquisitions Number and kind of securities Nominal value and paid up value Cost of acquisition (in case of securities how the purchased price was arrived at) Date of selling of investment Selling price (how the price was arrived at) Signatures and Remarks
(12) (13) (14) (15) (16)
(17) Signature:
MD/Director/Secretary/Whole time Director Place:
Date:
Form MBP - 3 Register of investments not held in its own name by the company [Pursuant to section 187(3) and rule 14(1)] S. No. Date of the board resolution authorising such investment Date of investment Name of the person/ depository in whose name investment is held Address and E-mail id of person / depository in whose name investment is held Purpose of investment
(1) (2) (3) (4) (5) (6) Name of the company or body corporate in which investment is made Class of securities Number of securities Client ID / DP No.
Face value of securities Paid up value of securities
(7) (8) (9) (10) (11) (12) Cost of acquisition Date of disposal Number of securities disposed off Sale consideration Balance securities left, if any Remarks, if any
(13) (14) (15) (16) (17) (18) Signature:
MD/Director/Secretary/Whole time Director 22 THE GAZETTE OF INDIA : EXTRAORDINARY [PART II—SEC. 3(i)] Form MBP - 4 Register of contracts with related party and contracts and Bodies etc. in which directors are interested [Pursuant to section 189(1) and rule 16(1)] A. Contracts or agreements with any related party under section 188 or in which any director is concerned or interested under sub- section (2) of section 184 Date of contract / arrangement Name of the party with which contract is entered into Name of the interested director Relation with director/ company/ Nature of concern or interest Principal terms and conditions Whether the transaction is at arm’s length basis
(1) (2) (3) (4) (5) (6) Date of approval at the meeting of the Board Details of voting on such resolution Date of the next meeting at which register was placed for signature No. of Directors present in the meeting Directors voting in favour Directors voting against Directors remaining neutral
(7) (8) (9) (10) (11) (12) Reference of specific items – (a) to (g) under sub-section (1) of section 188 Amount of contract or arrangement.
Date of share holders approval if any Signature Remarks, if any
(13) (14) (15) (16) (17) .
B. Name of the bodies corporate, firms or other association of individuals as mentioned under sub-section (1) of section 184, in which any director is having any concern or interest Names of the Companies /bodies corporate/ firms/ association of individuals Name of the interested director Nature of interest or concern / Change in interest or concern Shareholding (if any) Date on which interest or concern arose / changed Signature:
MD/Director/Secretary/Whole time Director Place :
Date :
[F. No. 1/32/2013-CL-V] RENUKA KUMAR, Jt. Secy.
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