Download Company Law Form 25A For: application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing or whole-time director(s) or manager and commission or remuneration or expression of opinion to directors

Download Company Law Form 25A For: application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing or whole-time director(s) or manager and commission or remuneration or expression of opinion to directors

Download Company Law Form 25A 

Download Company Law Form25A: Form No 25A used as a Form of application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing or whole-time director(s) or manager and commission or remuneration or expression of opinion to directors

How to e-file Form 25A

Part A- Profile of the company

1. Enter the Corporate Identity Number (CIN) of the company

You may find CIN by entering existing registration number or name of the company in the

‘Find CIN/GLN’ service at the MCA21 portal and Find Details of Company CIN, GLN, LLPIN using Name of Company, ROC registration number etc.

2. Click the “Pre-fill” button

System will automatically display the name, registered office address, email ID and date of incorporation of the company. In case there is any change in the email ID, enter the new valid email ID.

3. Enter the phone and fax numbers (along with their STD code) of the company.

Enter the amount in rupees for the effective capital of the company as per the latest audited balance sheet

The effective capital is defined as per Schedule XIII of the Companies Act, 1956.

[Effective capital means the aggregate of the paid up share capital (excluding share application money or advances against shares); amount if any, for the time being standing to the credit of share premium account; reserve and surplus(excluding revaluation reserves); long term loans and deposits repayable after one year(excluding working capital loan, over drafts, interest due on loans unless funded, bank guarantee etc. and other short term arrangements) as reduced by the aggregate of any investments ( except in the case of investment reduced by the aggregate of any investment (except in the case of investment by an investment company whose principal business is acquisition of shares, stock debenture or other securities), accumulated losses and preliminary expenses not written off.]

Also, attach the copy of the calculation sheet of effective capital as an attachment (mandatory attachment present in ‘Attachments in part B’)

4. Enter details of net profit or loss as computed under section 198 of the Act, remuneration paid to all managerial personnel and dividend declared (including interim dividend) by the company during immediately preceding three financial years.

In case of profit under section 198, system shall automatically display 5% and 10% of such profits in the respective fields.

5. Click the “Pre-fill” button.

System shall automatically display the financial parameters for the immediately preceding three financial years as per balance sheet and profit and loss account filed by the company.

PART B- Details of proposal

1. Select any one option for which application is made

If the user wants to apply for any other proposal also, file another eForm 25A.

2. This is mandatory in case of appointment or reappointment.

Application is made on time if in case of appointment or reappointment eForm 25A is filed within 90 days of appointment or reappointment.

If the application is not filed in time, furnish application under section 637B of the act with requisite fee along with this eForm. This is a separate application required to be submitted in case of nonconformity with the provisions of Section 269.

3. This is mandatory in case the eForm is filed for appointment or reappointment, increase in remuneration or waiver of excess remuneration.

4. Enter the details of resolution by the Board of directors in respect of the proposal. Enter the board resolution date, remuneration committee’s resolution date (if applicable), share holders’ resolution date and type of resolution. Share holder’s resolution date shall be mandatory to enter in case the eForm is filed for waiver of excess remuneration or for commission or remuneration to non executive directors.

5. Enter the particulars of the proposed appointee or the person in whose respect the application is filed.

Enter Director Identification number (DIN) in case of director or Income-tax permanent account number (income-tax PAN) in case of manager. In case DIN is entered it should be an approved DIN. Please note that in case the eForm is filed for any purpose other than waiver of excess remuneration and expression of opinion, then approval of the eForm shall not be allowed in case the DIN entered is not associated with the company. For such cases, Company would need to ensure that Form DIN-3 or Form 32, as the case may be, has been filed in respect of that person.

On clicking the “Pre-fill” button, system shall automatically display the name, father’s name, nationality and date of birth in case of DIN. In case of Income-tax PAN, these details are required to be entered.

Enter the other relevant details.

6. In case the proposed appointee or the person in whose respect the application is filed is a foreigner enter the relevant details

7. Enter the details of the proposed remuneration per annum of the appointee or of the person in whose respect application is filed. In case commission, bonus or performance linked incentive is in percentage, specify such percentage.

8. In case of waiver of excess remuneration, enter the details of excess remuneration paid along with the circumstances under which such amount were paid in excess of the limits

9. Enter the details in respect of proposed increment of remuneration in case the eForm is filed for appointment or reappointment, increase in remuneration or approval under section 316 or 386.

10. Provide details regarding pay scale, rate of increment and justification thereof.

11. Mandatory in case eForm is filed for appointment or reappointment, increase in remuneration or waiver of excess remuneration.

12. Enter the details of remuneration per annum (including perks and commission) as on date of application drawn by appointee or the person in whose respect application is filed, in any other company(s)

13. Enter the CIN of the company click the “Pre-fill” button. You may find CIN by entering existing registration number or name of the company in the ‘Find CIN/GLN’ service at the MCA21 portal.

14. System shall automatically display the name of the company(s).

15. Details of maximum three companies can be provided here. In case the number of companies exceeds three, details of remaining companies can be provided as an optional attachment.

16. Enter the details of remuneration paid by the company during the immediately preceding three financial years to its director or managing director or whole time director or manager

17.Enter the number of person(s) to whom remuneration has been paid. Based on the number entered here, blocks for entering the details shall be displayed. Details of maximum five person(s) can be filed through this eForm. If the total number is more than five, then details of remaining person(s) can be provided as an optional attachment.

18. Details of all executive directors (if any) shall be provided first and thereafter details of nonexecutives directors shall be provided.

19. Enter DIN in case of director or income-tax PAN in case of manager. In case DIN is entered it should be an approved DIN. On clicking the Pre-fill button, system will automatically display the name in case of DIN. In case of Income-tax PAN, name is required to be entered. Enter the other relevant details.

20. It shall be validated that the person (whose DIN or income-tax PAN is entered) is associated with the company as on the ‘To’ date(s) entered in the respective block. (This validation shall be applicable only where the respective “To” date entered in the block is greater than or equal to 01.07.2007).

21. In case the details do not exist in the system, DIN/ PAN of that person shall not be allowed to be entered. For such cases, Company would need to ensure that Form DIN-3 or Form 32, as the case may be, has been filed in respect of that person.

22. Enter details of remuneration paid by the company during the immediately preceding three financial years by the company.

23. In case of loss under section 198, zero should be entered in field for percentage of net profits u/s 198.

24. In case Government approval is not obtained, enter the reasons for the same.

 

Part C- For payment of minimum remuneration or remuneration in excess of the limits prescribed under section 198(1) and 309(3) of the Act.

 

Attachments

For Part-B

1. Copy of the calculation sheet of effective capital as computed under Schedule XIII to the

Companies Act, 1956 as per previous year’s audited balance sheet (Mandatory)

2. Copy(s) of the resolution of Board of directors’ (Mandatory)

3. Copy(s) of resolution of remuneration committee along with its composition (Mandatory in case remuneration committee’s resolution date is entered)

4. Copy(s) of resolution of shareholder(s) (Mandatory in case shareholders’ resolution date is entered)

5. Certificate from the auditors with regard to the compliance of section 274 of the companies Act. (Mandatory)

6. In case company has not made any default, no default certificate towards repayment of debts (including public deposit or debentures or interest payable thereon) from director or secretary of the company declaring that company has not made any default (Mandatory if ‘No’ is selected in field 8(d)(i))

7. In case company has defaulted in repayment to financial institution, no objection certificate from financial institution is to be enclosed (Mandatory if ‘Yes’ is selected in field 8(d)(i))

8. Copy of scheme approved by BIFR or lead bank/ financial institution for the revival of the company- if applicable

9. Copy of draft agreement between company and the proposed appointee. If there is no agreement between the company and appointee, any formal appointment letter may be enclosed. (Mandatory, if proposal for appointment or reappointment is selected in field 8(a)(i))

10. News paper clipping in which notice has been published.(Mandatory, if proposal for appointment or reappointment or increase in remuneration is selected in field 8(a)(i))

11. Copy of visa- In case appointee is a foreign national

12. Copies of educational or professional certificate, if appointment is based on the professional qualification as per section 309(1)(b) of the Companies Act, 1956.(Mandatory, if expression of opinion is selected in field 8(a)(i))

13. If application is not made in time, an application under section 637-B of the Act, 1956 is to be enclosed

14. Copy of calculation sheet relating to excess or overpayment duly verified from a chartered accountant or company secretary in whole-time practice.(Mandatory, in case of waiver of excess remuneration paid)

15. Projections of the turnover and net profits for next three years. (Mandatory, if application is filed by a new company)

16. In case of consultant, details of other project(s) or assignment(s) being dealt and fee or remuneration for the same (Optional)

17. Statement as per proviso (iv) of Part (B) of Part II of Schedule XIII to the Companies Act (refer

Schedule XIII for details) (Mandatory where proposed remuneration or actual remuneration paid is greater than Rs. 48 Lakhs)

Part-C

Relevant resolution if company proposes to pay minimum remuneration in the absence of or inadequacy of profits or remuneration in excess of the limits prescribed under section 198(1) and 309(3) of the Act

Any other information can be provided as an optional attachment.

 

Verification

Enter the serial number and date of board resolution authorising the signatory to sign and submit the eForm

Digital Signature

The eForm should be digitally signed by managing director or director or manager or secretary of the company duly authorised by the board of directors.

Designation

Select the designation of the person digitally signing the eForm.

Enter the DIN in case the person digitally signing the eForm is a director or managing director.

Enter income-tax PAN in case the person signing the eForm is a manager

Enter membership number or income-tax PAN in case the person digitally signing the eForm is a secretary

Note: Separate application fee will be charged in respect of application under Part-C.

 

This movie requires Flash Player 9

Leave a Reply

Your email address will not be published. Required fields are marked *