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Check Lists - Application under Section 269, 198/309 of the Companies Act, 1956

Please ensure that the following information/ documents (as applicable) is to be furnished while filing the application to the Central Government under Section 269, 198/309 of the Companies Act, 1956 (for Appointment / re-appointment of a foreign national u/s 269 of the Act r/w under clause (e) of Part-I, Schedule XIII to the Act

1. Certified copy of the resolution passed by the Board of Directors in favour of proposal;

2. In case of payment of remuneration exceeding the limit along with appointment / reappointment, a certified copy of resolution passed by the Remuneration Committee along with the minutes of the Remuneration Committee meeting. The composition and designation of the Remuneration committee members and as to whether they are Non Whole Time Independent Directors or Non Whole Time Non Independent Directors of the Company is also to be furnished (when the proposal includes appointment / re-appointment as well as payment of remuneration).

3. Certified copy of the Shareholders Resolution / Special Resolution of the company in favour of proposal along with notice and explanatory statement pursuant to Section 173(2) of the Companies Act, 1956;

4. No Default Certificate duly certified by the Company stating that it has not made any default in repayment of any of its debts (including pubic deposits) or debentures or interest payable thereon for a continuous period of thirty days in the preceding financial year before the date of appointment of such managerial personnel;

5. In case of default, No Objection Certificate / Letter from the Banks/ lenders of the Company clearly state the purpose of it has no objection to appointment / re-appointment / payment of increased remuneration to Mr./Mrs.___________ as passed in the Board of Directors and Members’ of the Company.

6. Auditors Certificate pursuant to Section 274(1)(g) of the Companies Act, 1956;

7. Certified copy of the Central Government earlier approval if any, regarding appointment and payment of remuneration to MD/ Whole time Director/ Manager in cases of re- appointment/increase in remuneration;

8. Certified copy of each of the notices preferably paper cutting published in the daily English Newspapers in English and daily Vernacular Language Newspaper in local language of the district in which the Registered Office of the Company is situated in pursuant of Section 640 B of the Companies Act, 1956;

9. Turnover, Net Profit/ loss as computed under Section 198 of the Companies Act, 195, divided pay out, if any and effective capital for the preceding three financial years duly certified by Chartered Accountant, in whole time practice.

10. If the appointee falls under Ministry’s Notification No. GSR 534 (E) dated 14.07.2011, a certificate is to be furnished by the Company Secretary of the company or Company Secretary / Chartered Accountant in whole time practice in the format given below.

“This is certified that Mr. ___________ (the appointee), Managing Director / Whole time Director / Manager of the company falls under the Ministry’s Notification No. GSR 534 (E) dated 14.07.2011 as;

i. He / she is not having any interest in the capital of the company or its holding company, directly or indirectly or through any other statutory structures and he / she is not having any direct or indirect interest or related to the directors or promoters of the company or its holding company at any time during last two years before or on the date of appointment;

ii. He / she is having a graduate level qualification with expert and specialized knowledge in the field of his profession”;

If the appointee does not fall under above mentioned categories, then the number of equity shares held by the appointee and / or allotted to the appointee under any scheme meant for employees by the company including Employees Stock Option Plan (ESOP) along with the percentage (%) of his shareholding to the total paid up share capital of the company and face value of the shares held / allotted along with the mode of acquisition of those shares.

11. The monetary value of each of the perquisites and allowances and the total remuneration package to be paid to the appointee year-wise, during the period of proposal; (when the proposal includes appointment / re-appointment as well as payment of remuneration).

12. Whether the applicant company is a subsidiary (in case of Unlisted Company) of a listed company. If so, the details thereof;

13. No. of managerial personnel (managing directors/ whole time directors/ managers) in the company and the total remuneration proposed to be paid each of them for the period of proposed remuneration (when the proposal includes appointment / re-appointment as well as payment of remuneration).

14. No. of managerial personnel (managing directors/ whole time directors/ managers) and Non Whole Time Directors of the Company and remuneration paid to each of them during the preceding three financial years including % of net profit u/s 198 of the Act and copy of Central Govt. approval obtained, if any during the preceding three years (when the proposal includes appointment / re-appointment as well as payment of remuneration).

15. Full and proper justification in favour of the proposal.

16. An application under Section 637(B) of the Act for condonation of delay together with requisite fee if the application has not been made within 90 days of Date of Appointment;

17. Remuneration drawn by the appointee in preceding three financial years indicating the name of the organization and the position held by him.

18. Certified copy of the order of BIFR together with copy of rehabilitation of scheme, if the company is under BIFR.

19. Whether the appointee was working as MD/ Whole time Director/ Manager in more one than one company as provided for Section 316. If yes, the remuneration drawn by him from those companies during last 3 years and the working results as well as the effective capital of those companies during last 3 financial years;

20. Certified copy of Passport and Employment Visa in respect of the appointee for the period of his tenure in India.

21. Documentary proof regarding compliance of the provisions of Section 269(2) of the Companies Act, 1956 at the time of appointment/ re-appointment of the proposed appointee.

Source: Ministry of Corporate Affairs.

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