Tuesday, 1 September 2015

ANNUAL RETURN – 3 MANAGERIAL DETAILS

PROMOTERS, DIRECTORS, AND KEY MANAGERIAL PERSONNEL:
This part of Annual Return uses codes:
P- Promoter
C – Chairman
CMD- Chairman cum Managing Director
CW – Chairman cum Whole time Director
W –Whole Time Director
CS –Company Secretary
M – Manager
D –Director
MD – Managing Director
CEO-Chief Executive Officer
CFO-Chief Financial Officer]
I- Independent Director
N- Nominee Director
A- Alternate Director
ED-Executive Director
NED- Non- Executive Director
Details of Promoters:
In case of corporate promoters, Company shall provide detail of corporate promoters as identification number (CIN/GIN), Name, country of incorporation and address of registered office.
In case of individual promoters, company shall also provide detail of individual promoters as Full name, Nationality and address.
Details of Directors – composition of Board:
Company shall give numbers and percentage at beginning and end of the year in following categories:
Promoters: Executive directors
Promoters: Non – executive directors
Non promoters – Executive directors
Non promoters – non – executive and independent directors
Non promoters – non – executive and non – independent directors
Nominee Directors – representing lending institutions/ banks
Nominee Directors – representing investing institutions
Nominee Directors – representing government
Nominee Directors – representing small shareholders
Nominee Directors – representing others
Details of Individual Directors:
Company shall disclose following details of each individual directors: DIN, Full name, Father’s/mother’s/Spouse’s name, nationality (Indian/foreign), Date of birth, designation, category, occupation, e – mail identity, numbers of equity shares held in company, date of appointment, date of ceasing and residential address.
Company shall also disclose directorships of each director in other companies, CIN of companies, type of companies, Designation of directors in these companies, Date of appointment and date of cessation.
Managing Director / CEO / Manager/Whole time director:
The company shall disclose DIN in case of managing director or whole time director and PAN/UID/Passport number in case of CEO and Manager. Company shall disclose full name, father’s/mother’s/spouse’s name as per directors’ identity proof, Nationality, Date of Birth, designation, date of appointment, date of cessation and residential address.
Company Secretary:
Company shall disclose details of company secretary like identity number like PAN/UID/Passport number, Full name, name of father/mother/spouse as per identity proof, nationality, date of birth, designation, membership number, date of appointment, date of cessation, and residential address.
Chief Financial officer:
Company shall disclose details of chief financial officer like identity number like PAN/UID/Passport number, Full name, name of father/mother/spouse as per identity proof, nationality, date of birth, designation, date of appointment, date of cessation, and residential address.
Others:
Company shall disclose details of any other key managerial personnel like identity number like PAN/UID/Passport number, Full name, name of father/mother/spouse as per identity proof, nationality, date of birth, designation, membership number, date of appointment, date of cessation, and residential address.
DETAILS OF MEETINGS:
Members Meetings:
Members of a company may meet for Annual General Meeting (AGM), Extra – ordinary General Meeting (EoGM), Class Meeting, NCLT/Court convened meeting and Requisitioned Meeting. In case of all these meeting, company shall disclose date of meeting, total numbers of members entitled to attain meeting, and attendance and percentage of shareholders present in the meeting.
Board Meetings:
Company shall disclose date of meeting, total number of directors on date of meeting, number of directors attended and percentage of attendance.
Committee Meetings:
Company shall disclose date of meeting, total number of members on date of meeting, number of members attended and percentage of attendance.
Company shall use separate sheet for disclosure for each committee.
Attendance of Directors:
Company shall disclose for each director number of board meetings held during his tenure in the year, number of board meetings attended, percentage of attendance. Company shall also disclose for each director number of Committee meetings during his tenure in the year, number of committee meetings attended, percentage of attendance.
MANAGERIAL REMUNERATION:
There are three categories of managerial personnel:
  1. Managing Director, Whole time directors, and/or Manager
  2. Other Directors
  3. Key Managerial personnel other than Executive directors as given in point 1 above.
Remuneration to Managing Director, Whole time directors and/or Manager:
Remuneration shall include:
  1. Gross salary
    1. Salary as per provision contained in Section 17(1) of the Income Tax Act, 1961
    2. Value of perquisites under section 17(2) of the Income Tax Act 1961
    3. Profit in lieu of salary under Section 17(3) of the Income Tax Act 1961
  2. Stock Option
  3. Sweet Equity
  4. Commission
    1. As percentage of Profit
    2. Other commission
  5. Others
The Company shall also give total of remuneration of all persons in this category.
Remuneration to all other directors:
Company shall disclose for independent directors sitting fees for attending board or committee meeting, commission and other.
Company shall disclose for non – executive directors sitting fees for attending board or committee meeting, commission and other.
Remuneration to other key managerial personnel:
Remuneration shall include:
  1. Gross salary
    1. Salary as per provision contained in Section 17(1) of the Income Tax Act, 1961
    2. Value of perquisites under section 17(2) of the Income Tax Act 1961
    3. Profit in lieu of salary under Section 17(3) of the Income Tax Act 1961
  2. Stock Option
  3. Sweet Equity
  4. Commission
    1. As percentage of Profit
    2. Other commission
  5. Others
The Company shall also give total of remuneration of all persons in this category.

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