Section 1- Short title, extent, commencement and application
[Notification date:30-08-2013],
Section 1- Short title, extent, commencement and application [Corresponds to section 1, 616, 620B and 620C of the 1956 Act];
(1) This Act may be called the Companies Act, 2013.
(2) It extends to the whole of India.
(3) This section shall come into force at once and the remaining provisions of this Act shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint and different dates may be appointed for different provisions of this Act and any reference in any provision to the commencement of this Act shall be construed as a reference to the coming into force of that provision.
(4) The provisions of this Act shall apply to—
(a) companies incorporated under this Act or under any previous company law;
(b) insurance companies, except in so far as the said provisions are inconsistent with the provisions of the Insurance Act, 1938 or the Insurance Regulatory and Development Authority Act, 1999;
(c) banking companies, except in so far as the said provisions are inconsistent with the provisions of the Banking Regulation Act, 1949;
(d) companies engaged in the generation or supply of electricity, except in so far as the said provisions are inconsistent with the provisions of the Electricity Act, 2003;
(e) any other company governed by any special Act for the time being in force, except in so far as the said provisions are inconsistent with the provisions of such special Act; and
(f) such body corporate, incorporated by any Act for the time being in force, as the Central Government may, by notification, specify in this behalf, subject to such exceptions, modifications or adaptation, as may be specified in the notification.
The Companies Act, 1956
Preliminary (1 to 10D)
Section 1 Short title, commencement & extent
Section 1 Short title, commencement & extent
(1) This Act may be called the Companies Act, 1956.
(2) It shall come into force on such date as the Central Government may, by notification in the Official Gazette, appoint.
(3) It extends to whole of India.
Provided that it shall apply to the State of Nagaland subject to such modifications if, any, as the Central Government may, by notification in the Official Gazette, specify.
The Companies Act, 1956
Schedules
Schedule - V - Annual Return - Contents and Form of Annual Return of a Company having a share capital
SCHEDULE V
[See section 159]
Annual return
CONTENTS AND FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL PART I
CONTENTS
The address of the registered office of the company.
A summary specifying the following in respect of each class of shares:
the amount of the authorised share capital of the company and the number of shares into which it is divided;
the number of shares issued, from the date of commencement of the company to the date of the company's last annual general meeting;
the number of shares subscribed upto the date aforesaid;
the paid up share capital upto that date;
The total number of non-convertible, partly convertible and fully convertible debentures issued and outstanding on the date referred to in sub-clause (b) of clause 2.
Particulars of the total amount of the indebtedness of the company on the date referred to in sub-clause (b) of clause 2 in respect of all charges including mortgages which are required to be registered with the Registrar under this Act.
A list—
containing the names and addresses of all persons who, on the date of the company's last annual general meeting, are members or debenture holders of the company and of persons who have ceased to be members or debenture holders on or before that day and since the date of the annual general meeting with reference to which the last return was submitted or in the case of the first return, since the incorporation of the company;
stating the number of shares or debentures held by each of the existing members or debenture holders, as the case may be, at the date referred to in sub-clause (b) of clause 2, specifying the number of shares or debentures transferred since the date of the annual general meeting with reference to which the last return was submitted or in the case of the first return, since the date of the incorporation of the company by persons who are still members or debenture holders respectively, the dates or registration of transfers, and the names of transferees and relevant folio containing particulars thereof;
if the names aforesaid are not arranged in alphabetical order having annexed thereto in index sufficient to enable the name of the person therein to be easily found.
Particulars specifying name, nationality, date of birth, date of appointment, Election Commission's Identity Card No., if issued, and residential address with respect to the persons who at the date of the company's last annual general meeting are the directors of the company and with respect to any person who at the date is the manager or the secretary of the company together with all such particulars, with respect to those who had ceased to hold such office that is the office of director, manager or secretary on or before the date of the last annual general meeting and since the date of the annual general meeting with respect to which the last return was submitted or in the case of the first return, since the incorporation of the company.
Information whether the shares of the company are listed on a recognised stock exchange.
FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL
Annual Return
The Companies Act, 1956 (1 of 1956)
Schedule V, Part II (See section 159)
I.
Registration Details
Registration No.
State Code (Refer Code List 1)
Registration Date
Whether shares listed on
Date Month Year
recognised Stock Exchange(s)
Y — Yes, N — No
If Yes, Stock exchange code (Totals)
A B
(Refer Code list 2)
AGM Held Y — Yes
Date of AGM/
N — No
Due Date Date Month Year
II.
Name and Registered Office Address of Company
Company Name
Address
Town/City
State
Pin Code
Telephone with STD
Area Code
Number
Fax Number
Email Address
III.
Capital Structure of the Company (Amount in Rs. Thousands) Authorised Share Capital Break-up
Type of Shares
No. of Shares
Nominal Value (in Rs.)
(i) Equity
(ii) Preference
Total Authorised Capital
Issued Share Capital Break-up
Type of Shares
No. of Shares
Nominal Value (in Rs.)
(i) Equity
(ii) Preference
Total Issued Capital
Subscribed Share Capital Break-up
Type of Shares
No. of Shares
Nominal Value (in Rs.)
(i) Equity
(ii) Preference
Total Subscribed Capital
Paid Up Share Capital Break-up
Type of Shares
No. of Shares
Amount Value (in Rs.)
(i) Equity
(ii) Preference
Total Paid up Capital
Debentures Break-up
Type of Debenture
No. of Debentures
Nominal Value (in Rs.)
(i) Non-Convertible
(ii) Partly Convertible
(iii) Fully Convertible
Total amount
IV.
Directors/Manager/Secretary Information (Past and Present)* [Refer clause 6 of Part I of Schedule V]
Name
Surname
Middle Name
First Name
Nationality
I — Indian
Date of birth
F — Foreign
Date Month Year
Designation
C — Chairman-cum-Managing Director
W — Whole Time Director, S — Secretary, R — Manager D — Director, M — Managing director
Date of
Date of Ceasing
Appointment Date Month Year
Date Month Year
Election Commission
Identity Card No. (if issued)
Name
Surname
Middle Name
First Name
Nationality
I — Indian
Date of birth
F — Foreign
Date Month Year
Designation
C — Chairman-cum-Managing Director
W — Whole Time Director, S — Secretary, R — Manager D — Director, M — Managing director
Date of Appointment
Date of Ceasing
Date Month Year
Date Month Year
Election Commission
Identity Card No.(if issued)
Name
Surname
Middle Name
First Name
Nationality
I — Indian
Date of birth
F — Foreign
Date Month Year
Designation
C — Chairman-cum-Managing Director
W — Whole Time Director, S — Secretary, R — Manager D — Director, M — Managing director
Date of
Date of Ceasing
Appointment Date Month Year
Date Month Year
Election Commission
Identity Card No.
(if issued)
Residential Address
Town/City
District
State
Pin Code
Residential Address
Town/City
District
State
Pin Code
Residential Address
Town/City
District
State
Pin Code
* Note: Additional Sheets may be attached if needed.
V.
Details of Shares/Debentures Held at Date of AGM*
Ledger Folio of Share/Debenture Holder
Share/Debenture Holder's Name
Surname
Middle Name
First Name
Father's/Husband's Name
Type of Share/
1 — Equity,
2 — Preference Shares,
Debenture
3 — Debentures,
4 — Stock
Number of Shares/
Debentures Held/
Stock, if any
Amount per share (in Rs.)
Ledger Folio of Share/Debenture Holder
Share/Debenture Holder's Name
Surname
Middle Name
First Name
Father's/Husband's Name
Type of Share/
1 — Equity,
2 — Preference Shares,
Debenture
3 — Debentures,
4 — Stock
Number of Shares/
Debentures Held/
Stock, if any
Amount per share (in Rs.)
Ledger Folio of Share/Debenture Holder
Share/Debenture Holder's Name
Surname
Middle Name
First Name
Father's/Husband's Name
Type of Share/
1 — Equity,
2 — Preference Shares,
Debenture
3 — Debentures,
4 — Stock
Number of Shares/
Debentures Held/
Stock, if any
Amount per share (in Rs.)
*Note: Separate sheet may be attached if needed. If number of such shareholders exceed 10, if so desired, a text file may be submitted on a floppy or a cartridge tape in the format given in Annexure III.
————————————————————————————————————
Address
Town/City
District
State
Pin Code
Address
Town/City
District
State
Pin Code
Address
Town/City
District
State
Pin Code
VI.
Details of Shares/Debentures Transfers since date of last AGM (or in the case of the first return at any time since the incorporation of the company)*
Date of Previous AGM
Date Month Year
Date of Registration of
Transfer of Shares
Date Month Year
Type of transfer
1 — Equity,
2 — Preference Shares,
3 —
Debentures,
4 — Stock
Number of Shares/
Debentures transferred
Amount per share (in Rs.)
Ledger Folio of Transferor
Transferor's Name
Surname
Middle Name
First Name
Ledger Folio of Transferee
Transferee's Name
Surname
Middle Name
First Name
Date of Registration of
Transfer of Shares
Date Month Year
Type of transfer
1 — Equity,
2 — Preference Shares,
3 —
Debentures,
4 — Stock
Number of Shares/
Debentures transferred
Amount per share (in Rs.)
Ledger Folio of Transferor
Transferor's Name
Surname
Middle Name
First Name
Ledger Folio of Transferee
Transferee's Name
Surname
Middle Name
First Name
*Note: Separate sheet may be attached if needed. If number of such transactions exceed 10, if so desired, a text file may be submitted on a floppy or cartridge in the format given in Annexure IV.
Indebtedness of the Company (Amount in Rs. Thousands) [Secured Loans including interest outstanding/accrued but not due for payment]
Amount
Equity Share Capital Break-up (Percentage of Total Equity)
Government [Central & State(s)]
Government Companies
Public Financial Institutions
Nationalised/Other Banks
Mutual Funds
Venture Capital
Foreign Holdings (FIIs/FCs/FFIs/NRIs/OCBs)
Bodies Corporate (Not Mentioned Above)
Directors/Relatives of Directors
Other top 50 Share Holders [Other than those listed above]
————————————————————————————————————
We certify that:
the return states the facts as they stood on the date of the annual general meeting aforesaid, correctly and completely;
since the date of the last annual return the transfer of all shares, debentures, the issue of all further certificates of shares and debentures have been appropriately recorded in the books maintained for the purpose;
(c) the whole of amounts envisaged in clauses (a) to (e) of sub-section (2) of section 205C of the Companies Act, 1956 remaining unpaid or unclaimed for a period of seven years from the date they become payable by a company have been credited to the Investor Education and Protection Fund;]
the company has not, since the date of the annual general meeting with reference to which the last return was submitted, or in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company;
where the annual return discloses the fact that the number of members of the company exceeds fifty, the excess consists wholly of persons who under sub-clause (1) section 3 are not to be included in reckoning the number of fifty;
since the date of annual general meeting with reference to which the first return was submitted or in the case of a first return since the date of the incorporation of the private company, no public company or deemed public company has or have held twenty-five per cent, or more of its paid up share capital;
the company did not have an average turnover of Rs. ten crores or more during the relevant period;
since the date of the annual general meeting with reference to which the last annual return was submitted or since the date of incorporation of the company, if it is first return, the company did not hold twenty-five per cent or more of the paid up share capital of one or more public companies; and
the private company did not accept or renew or invite deposits from the public. Signed
Secretary in whole time practice: ...................................
CP No.: ...................................
————————————————————————————————————
Note: Certificates to be given by a Director and Manager/Secretary or by two Directors where there is no manager or secretary. In the case of a company whose shares are listed on a recognised stock exchange, the certificates shall also be signed by a secretary in whole time practice.
Annexure I
Code List 1: State Codes
State Code
State Name
State Code
State Name
01
Andhra Pradesh
02
Assam
03
Bihar
04
Gujarat
05
Haryana
06
Himachal Pradesh
07
Jammu & Kashmir
08
Karnataka
09
Kerala
10
Madhya Pradesh
11
Maharashtra
12
Manipur
13
Meghalaya
14
Nagaland
15
Orissa
16
Punjab
17
Rajasthan
18
Tamil Nadu
20
Uttar Pradesh
21
West Bengal
22
Sikkim
23
Arunachal Pradesh
24
Goa
52
Andaman Islands
53
Chandigarh
54
Dadra Islands
55
Delhi
56
Daman & Diu
57
Lakshadweep
58
Mizoram
59
Pondicherry
Annexure II
Code List 2: Stock Exchange Codes
Exchange Code
Stock Exchange
Exchange Code
Stock Exchange
A1
Bombay
B1
OTCEI
A2
Delhi
B2
Nagpur
A4
Calcutta
B4
Coimbatore
A8
Madras
B8
Cochin
A16
Bangalore
B16
MP
A32
Hyderabad
B32
Jaipur
A64
Ahmedabad
B64
Rajkot
A128
Pune
B128
Gauhati
A256
Kanpur
B256
Bhubaneshwar
A512
Ludhiana
B512
Magadh
A1024
National Exchange
Stock
B1024
Vadodra
B2048
Rajkot
Note: If listed in more than one exchange, add the respective codes to arrive at the Totals under the same category. For example a company listed in Bombay, Pune, Nagpur and Cochin will fill the exchange codes as follows:
A
1
2
9
B
1
0
Annexure III
Shares/Debentures held: (format for floppies)
I.
Registration Details
Field
Type
Length
Format/Value
State Code
Number
2
Registration No.
Number
6
Date of AGM
Date
8
(DD/MM/YY)
Date of last AGM
Date
8
(DD/MM/YY)
Note: The first text file cid.txt will contain the data for above field for company identification.
V. Shares held by Share Holders
Field
Type
Length
Format/Value
Ledger folio of Shareholder
Character
8
Name of shareholder
Character
20
Surname Middle name First name
Father's/Husband's Name
Character
20
Surname Middle name First name
Residential Address
Character
40
Town/City
Character
20
State
Character
20
Pin Code
Number
6
Type of Share/Debenture
Number
1
1. Equity, 2. Preference.
3. Debentures, 4. Stock
Number of shares/Debenture Number
6
Amount per Share/Debenture Number
6
Note: The second text file shh.txt will contain the data for above fields for the shareholders/debenture holders.
The files may be submitted in 5.25" or 3.5" floppies (preferably 3.5") or 60/150 MB Normal Cartridge Tapes (mini Cartridges not acceptable). The Floppies/Cartridges may be formatted in DOS/Unix.
Annexure IV
Shares transferred: (format for floppies)
I.
Registration Details
Field
Type
Length
Format/Value
State Code
Number
2
Registration No.
Number
6
Date of AGM
Date
8
(DD/MM/YY)
Date of last AGM
Date
8
(DD/MM/YY)
Note: The first text file cid.txt will contain the data for above field for company identification.
VI.
Transactions after the last AGM
Field
Type
Length
Format/Value
Date of Transfer of Shares
Date
8
(DD/MM/YY)
Type of Share/Debenture
Number
1
Equity,
Preference.
3. Debentures,
4. Stock
Number of Shares/Debentures
Number
6
Amount per Share/Debenture
Number
6
Ledger folio of Transferor
Character
8
Name of Transferor
Character
20
Surname Middle name First name
Ledger Folio of Transferee
Character
8
Name of Transferee
Character
20
Surname Middle name First name
Note: The second text file sht.txt will contain the data for above fields for each such share transfer.
The files may be submitted in 5.25" or 3.5" floppies (preferably 3.5") or 60/150 MB Normal Cartridge Tapes (mini Cartridges not acceptable). The Floppies/Cartridges may be formatted in DOS/Unix.]