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1 · Short title and commencement: (2) These rules may be called the Companies (Management and Administration) Rules, 2014. They shall come into force on the 1st day of April 2014.

2 · Definitions - (1) In these rules, unless the context otherwise requires, (a) Act' means the Companies Act; 2013 (18 of 2013); 'Annexure' means the Annexure to these Rules; 'Fees means the fees as specified in the Companies (Registration offices and fees) Rules, 2014; (d) Form or an e-form means an form set forth in Annexure to these rules which shall be used for the matter to which it relates; tRegional Director means the person appointed by the Central Government in the Ministry of Corporate Affairs as a Regional Director; section means section of the Act;

2 · In the case of a company not having share capital, the register of members shall contain the following particulars, in respect of each member, namely: -

4 · Register of debenture holders or any other security holders:-

5 · Maintenance of the Register of members etc under section 88. Every company shall maintain the registers under clauses (a), (b) and (c) of sub-section (1) of section 88 in the following manner namely: -

2 · The registers shall be maintained at the registered office of the company unless a special resolution is passed in a general meeting authorising the keeping of the register at any other place within the city, town or village in which the registered office is situated or any other place in India in which more than one-tenth of the total members entered in the register of members reside.

6 · Index of names to be included in Register:- (1) Every register maintained under sub-section (1) of section 88 shall include an index of the names entered in the respective registers and the index shall, in respect of each folio, contain sufficient indication to enable the entries relating to that folio in the register to be readily found: Provided that the maintenance of index is not necessary in case the number of members is less than fifty: (2) The company shall make the necessary entries in the index Simultaneously with the entry for allotment o transfer of any security in such Register: 7. Foreign register of members, debenture holders, other security holders or beneficial owners residing outside India:- A company which has share capital or which has issued debentures or any other security may, if so authorised by its articles, keep in any country outside India, a part of the register of members or as the case may be, of debenture holders Or of any other security holders or of beneficial owners, resident in that country (hereafter in this rule referred to as the foreign register"). (2) The company shall, within thirty days from the date of the opening of any foreign register, file with the Registrar notice of the situation of the office in Form NoMGT3 along with the fee where such register is kept; and in the event of any change in the situation of such office Or of its discontinuance, shall, within thirty days from the date of such change O discontinuance, as the case may be, file notice in Form No.MGT.3 with the Registrar of such change or discontinuance. (3) A foreign register shall be deemed to be part of the company's register (hereafter in this rule referred to as the principal register") of members or of debenture holders o of any other security holders or beneficial owners, as the case may be. The foreign register shall be maintained in the same format as the principal register. foreign register shall be open to inspection and may be closed, and extracts may be taken there from and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register; except that the advertisement before closing the register shall be inserted in at least two newspapers circulating in the place wherein the foreign register is kept. (6) If a foreign register is kept by a company in any country outside India, the decision of the appropriate competent authority in regard to the rectification of the register shall be binding Entries in the foreign register maintained under sub-section (4) of section 88 shall be made simultaneously after the Board of Directors or its duly constituted committee approves the allotment Or transfer of shares, debentures Or any other securities, as the case may be. (8) The company shall (a) transmit to its registered office in India a copy of every entry in any foreign register within fifteen days after the entry is made; and (b) keep at such office a duplicate register of every foreign register duly entered up from time to time. (9) Every such duplicate register shall, for all the purposes of this Act, be deemed to be part of the principal register:

8 · Authentication._ (1) The entries in the registers maintained under section 88 and index included therein shall be authenticated by the company secretary of the company o by any other person authorised by the Board for the purpose, and the date of the board resolution authorising the same shall be mentioned.

9 · Declaration in respect of beneficial interest in any shares - (1) A person whose name is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares (hereinafter referred to as "the registered owner" ) , shall file with the company, a declaration to that effect in Form No.MGT.4 in duplicate, within a period of thirty days from the date on which his name is entered in the register of members of such company:

10 · Closure of register of members or debenture holders or other security holders - (1) A company closing the register of members or the register of debenture holders or the register of other security holders shall give at least seven days previous notice and in such manner, as may be specified by Securities and Exchange Board of India, if such company is a listed company Or intends to get its securities listed, by advertisement at least once in a vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the company is situated and publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company.

11 · Annual Return-. (1) Every company shall prepare its annual return in Form No. MGT.7. (2) The annual return, filed by a listed company or a company having paid-up share capital of ten crore rupees or more or turnover of fifty crore rupees or more, shall be certified by a Company Secretary in practice and the certificate shall be in Form No MGT.8.

12 · Extract of annual return:- (1) The extract of the annual return to be attached with the Board's Report shall be in Form No: MGT.9.

13 · Return of changes in shareholding position of promoters and top ten shareholders: Every listed company shall file with the Registrar, a return in Form No.MGT.1O along with the fee with respect to changes relating to either increase or decrease of two percent O more in the shareholding position of promoters and top ten shareholders of the company in each case, either value or volume of the shares, within fifteen days of such change.

14 · Inspection of registers, returns etc:- (1) The registers and indices maintained pursuant to section 88 and copies of returns prepared pursuant to section 92, shall be open for inspection during business hours, at such reasonable time on every working day as the board may decide, by any member, debenture holder; other security holder or beneficial owner without payment of fee and by any other person on payment of such fee as may be specified in the articles of association of the company but not exceeding fifty rupees for each inspection: Explanation. For the purposes of this sub-rule, reasonable time of not less than two hours on every working day shall be considered by the company.

15 · Preservation of register of members etc. and annual return: (1) The register of members along with the index shall be preserved permanently and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for such purpose; and

16 · Copies of the registers and annual return:- Copies of the registers maintained under section 88 or entries therein and annual return filed under section 92 shall be furnished to any member, debenture-holder, other security holder Or beneficial owner of the company or any other person on payment of such fee as may be specified in the Articles of Association of the company but not exceeding rupees ten for each page and such copy shall be supplied by the company within period of seven days from the date of deposit of fee to the company.

17 · Calling of Extraordinary general meeting by requistionists - (1) The members may requisition convening of an extraordinary general meeting in accordance with sub-section (4) of section 100, by providing such requisition in writing O through electronic mode at least clear twenty-one days prior to the proposed date of such extraordinary general meeting: (2) The notice shall specify the place, date, day and hour of the meeting and shall contain the business to be transacted at the meeting: Explanation. For the purposes of this sub-rule, it is here by clarified that requistionists should convene meeting at Registered office Or in the same city or town where Registered office is situated and such meeting should be convened 0n working day. 2 If the resolution is to be proposed as a special resolution, the notice shall be given as required by sub-section (2) of section 114.

19 · Proxies - (1) A member of a company registered under section 8 shall not be entitled to appoint any other person as his proxy unless such other person is also a member of such company.

20 · Voting through electronic means:

21 · Manner in which the Chairman of meeting shall get the poll process scrutinised and report thereon:-

8 · Postal ballot received back from the shareholders shall be kept in the safe custody of the scrutinizer and after the receipt of assent O dissent of the shareholder in writing on a postal ballot, no person shall deface or destroy the ballot paper or declare the identity of the shareholder: 9 The scrutinizer shall submit his report as soon as possible after the last date of receipt of postal ballots but not later than seven days thereof; (10) The scrutinizer shall maintain register either manually or electronically to record their assent or dissent received, mentioning the particulars of name, address, folio number O client ID of the shareholder; number of shares held by them, nominal value of such shares, whether the shares have differential voting rights, if any, details of postal ballots which are received in defaced or mutilated form and postal ballot forms which are invalid: (11) The postal ballot and all other papers relating to postal ballot including voting by electronic means, shall be under the safe custody of the scrutinizer till the chairman considers, approves and signs the minutes and thereafter, the scrutinizer shall return the ballot papers and other related papers Or register to the company who shall preserve such ballot papers and other related papers Or register safely. (12) The assent or dissent received after thirty days from the date of issue of notice shall be treated as if reply from the member has not been received: (13) The results shall be declared by placing it, along with the scrutinizer' $ report, on the website of the company. (14) The resolution shall be deemed to be passed 0n the date of at a meeting convened in that behalf: (15) The provisions of rule 20 regarding voting by electronic means shall apply, as far as applicable, mutatis mutandis to this rule in respect of the voting by electronic means. (16) pursuant to clause (a) of sub-section (1) of section 110, the following items of business shall be transacted only by means of voting through a postal ballot- (a) alteration of the objects clause of the memorandum and in the case of the company in existence immediately before the commencement of the Act; alteration of the main objects of the memorandum; alteration of articles of association in relation to insertion O removal of provisions which; under sub-section (68) of section 2, are required to be included in the articles of a company in order to constitute it a private company; change in place of registered office outside the local limits of any city, town O village as specified in sub-section (5) of section 12; change in objects for which company has raised money from public through prospectus and still has any unutilized amount out of the money So raised under sub-section (8) of section 13; e) issue of shares with differential rights as to voting O dividend Or otherwise under sub- clause (ii) of clause (a) of section 43; variation in the rights attached to a class of shares or debentures or other securities as specified under section 48; buy-back of shares by a company under sub-section (1) of section 68; election of a director under section 151 of the Act; sale of the whole O substantially the whole of an undertaking of a company as specified under sub-clause (a) of sub-section (1) of section 180; giving loans o extending guarantee O providing security in excess of the limit specified under sub-section (3) of section 186: Provided that One Person Company and other companies having members upto two hundred are not required to transact any business through postal ballot:

23 · Special Notice. (1)A special notice required to be given to the company shall be signed, either individually O collectively by such number of members holding not less than one percent of total voting power O holding shares on which an aggregate sum of not less than five lakh rupees has been paid up on the date of the notice. (2) The notice referred to in sub-rule (1) shall be sent by members to the company not earlier than three months but at least fourteen days before the date of the meeting at which the resolution is to be moved, exclusive of the day on which the notice is given and the day of the meeting: (3) The company shall immediately after receipt of the notice, give its members notice of the resolution at least seven days before the meeting exclusive of the day of dispatch of notice and day of the meeting in the same manner as it gives notice of any general meetings Where it is not practicable to give the notice in the same manner as it gives notice of any general meetings, the notice shall be published in English language in English newspaper and in vernacular language in a vernacular newspaper, both having wide circulation in the State where the registered office of the Company is situated and such notice shall also be posted on the website, if any, of the Company. (5) The notice shall be published at least seven days before the meeting, exclusive of the day of publication of the notice and day of the meeting: 24. Resolutions and agreements to be filed.- A copy of every resolution or any agreement required to be filed, together with the explanatory statement under section 102, if any, shall be filed with the Registrar in Form No. MGT.14 along with the fee. 25. Minutes of proceedings of general meeting, meeting of Board of Directors and other meetings and resolutions passed by postal ballot: - (1) (a) A distinct minute book shall be maintained for each type of meeting namely: - 1) general meetings of the members; (ii) meetings of the creditors (iii) meetings of the Board; and (iv) meetings of each of the committees of the Board.

26 · Copy of minute book of general meeting; Any member shall be entitled to be furnished, within seven working days after he has made a request in that behalf to the company, with a copy of any minutes of any general meeting, o payment of such sum as may be specified in the articles of association of the company, but not exceeding a sum of ten rupees for each page O part of any page:

27 · Maintenance and inspection of document in electronic form -

28 · Security of records maintained in electronic form:- 1) The Managing Director, Company Secretary or any other director Or officer of the company as the Board may decide shall be responsible for the maintenance and security of electronic records. The person who is responsible for the maintenance and security of electronic records shall- provide adequate protection against unauthorized access, alteration Or tampering of records; ensure against loss of the records as a result of damage to, or failure of the media on which the records are maintained; ensure that the signatory of electronic records does not repudiate the signed record as not genuine; ensure that computer systems, software and hardware are adequately secured and validated to ensure their accuracy, reliability and consistent intended performance; ensure that the computer systems can discern invalid and altered records; ensure that records are accurate, accessible, and capable of being reproduced for reference later; ensure that the records are at all times capable of being retrieved to a readable and printable form; h) ensure that records are kept in a non-rewriteable and non-erasable format like pdf. version Or some other version which cannot be altered or tampered; ensure that at least oe backup, taken at a periodicity of not exceeding oe day; are kept of the updated records kept in electronic form, every backup is authenticated and dated and such backups shall be securely kept at such places as may be decided by the Board; limit the access to the records to the managing director, company secretary or any other director or officer Or persons performing work of the company as may be authorized by the Board in this behalf; ensure that any reproduction of non-electronic original records in electronic form is complete, authentic, true and legible when retrieved; arrange and index the records in a way that permits easy location, access and retrieval of any particular record; and (m) take necessary steps to ensure security, integrity and confidentiality of records 29. Inspection and copies of records maintained in electronic form:- Where a company maintains its records in electronic form, any duty imposed by the Act or rules made thereunder to make those records available for inspection Or to provide copies of the whole O & part of those records, shall be construed as a duty to make the records available for inspection in electronic form or to provide copies of those records containing a clear reproduction of the whole O part thereof, as the case may be on payment of not exceeding ten rupees per page.

30 · Penalty

31 · Report on Annual General Meeting; (1) The report in pursuance of the provisions of sub-section (1) of section 121 shall be prepared in the following manner; namely: (a]- the report under this section shall be prepared in addition to the minutes of the general meeting; b the report shall be signed and dated by the Chairman of the meeting O in case of his inability to sign; by any two directors of the company, one of whom shall be the Managing director, if there is one and company secretary of the company; the report shall contain the details in respect of the following, namely: - the @ day; date, hour and venue of the annual general meeting; confirmation with respect to appointment of Chairman of the meeting; (iii) number of members attending the meeting; C confirmation of quorum; confirmation with respect to compliance of the Act and the Rules, secretarial standards made there under with respect to calling, convening and conducting the meeting; (vi) business transacted at the meeting and result thereof; (vii) particulars with respect to any adjournment, postponement of meeting, change in venue; and (viii) any other points relevant for inclusion in the report.

13 · (a) CIN: (b) GLN:

2 · (a) Name of the company: (b) Registered office address: E-mail id:

3 · This notice is in respect of: Situation of office where foreign register is kept Change of situation of office where foreign register is kept Discontinuance of maintenance of foreign register

6 · Existing situation of the office where the foreign register is kept:

7 · . Purpose for changing such office:

8 · Notice is hereby given that the foreign register shall be kept with effect from.

9 · Existing situation of the office where the foreign register is kept:

10 · Reason for such discontinuance:

11 · Notice is hereby given that the foreign register is discontinued to be maintained at the existing situation with effect from_ and all the entries in the said register is transferred to Another foreign register maintained at. The principal register

1 · Particulars of the Registered owner of shares: (i) Name (ii) Father' s Mother' s Spouse' name: (iii) Occupation (iv)Whether citizen of India Yes No (v)Nationality (vi)Date of Birth (vii)Gender Male Female (viii) PAN No. (ix) Proof of Identity For Indian Nationals (Any of the following) Income-tax permanent account number Voter' s identity card number Passport number Driving License Unique Identification Number (UIN) For Foreign nationals and Non Resident Indians Passport Others

2 · Particulars of the shares in respect of which declaration is being made by the registered owner: 1) Class of shares: Number of shares: Distinctive numbers: From. To_ Folidfivate No:: Nominal value of shares: vii) Paid up value of shares:

3 · Declaration: In pursuance of sub-section (1) of section 89 of the Companies Act; 2013, I hereby declare that the person (s) name below hold(s) the beneficial interest in the above mentioned shares registered in my name in the register of members of the company:

4 · Details of the beneficial interest: 1) Nature of the beneficial interest: Date of creation of the beneficial interest: 5 Reasons for not registering shares in the name of the beneficial owner(s): Particulars of the instrument/ document, if any, showing the creation of such beneficial interest: 5. Particulars of change in beneficial interest: Date of change: Nature of the change in the beneficial interest: Brief particulars of such change: Reason for such change: Particulars of the instrument/ document; if any, showing the change in such beneficial interest: Date: Place: Signature of the registered owner Enclosures: (a) Proof of identity of the registered owner and beneficial owner (b Instrument/ document_under_which the_beneficial interest is created/ transferred/ changed

1 · Particulars of the shares in which beneficial interest is held by the person making declaration: 1) Class of shares: ii) Number of shares: iii) Distinctive numbers: From. To. iv) Certificate No:: v) Folio No vi) Nominal value of shares: vii) Paid up value of shares:

2 · Particulars of the beneficial owner SI: No. Name of the Address and E- Date of birth/ Father' s/ beneficial mail id Age Mother' s owner(s) Spouse' $ name (3) 5 Occupation Nationality PANI UIN/ CIN Passport No. (in (in case of case of foreign company) national) (8

3 · Declaration In pursuance of sub-section (2) of section 89 of the Companies Act 2013, I hereby declare that Thold have acquired the beneficial interest in the above mentioned shares of the company which are registered in the name of the person whose particulars are furnished below:

4 · Particulars of the registered owner

5 · Details of the beneficial interest: Date of creation acquisition of beneficial interest: Mode of acquisition f beneficial interest: Allotment Transfer others, specify 3 Nature of the beneficial interest: Reasons for not registering shares in my name: v) Particulars of the instrument/ document; if any, showing the creation of such beneficial interest:

6 · Particulars of the person from whom the beneficial interest is acquired, if applicable:

1 · (a) CIN: (b) GLN:

2 · (a) Name of the company: (b) Registered office address: (c) E-mail id:

3 · Particulars of beneficial interest: S. No. Date of Date of receipt of Particulars of shares in respect of declarations the said which beneficial interest is created under sub- declarations by the section (1), (2) company Or (3) of Class of No. of Distinctive Nos. section 89 shares shares of shares

2 · 3_ 4 5 6

2 · 3

1 · Increase 1_ Public Issue ii. Private Placement Preferential Allotment iii. ESOS iv. Sweat Equity v. Conversion Pref. shares Debentures vi. Conversion into equity vii. GDR ADR viii. Others, please specify.

2 · Decrease

1 · Increase 2. Redemption 3.

2 · Decrease (i) Utilisation for issue of bonus shares (ii) (iii)

1 · Institutions

2 · Non-Institutions

2 · 3

1 · Equity, 2 Preference 3 _ Debentures 4-other security

1 · Equity Shares 2. Preference Shares 3. Debentures

1 · 2 3

2 · 3

2 · 3

3 · Delisting of Shares Securities, if any

16 · borrowings from its directors, members, public financial institutions, banks and others and creation/ modification/ satisfaction of charges in that respect, wherever applicable; 17. loans and investments Or guarantees given Or providing of securities to other bodies corporate Or persons falling under the provisions of section 186 of the Act 18. alteration of the provisions of the Memorandum and/ o Articles of Association of the Company;

1 · II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % O more of the total turnover of the company shall be stated: -

1 · 2 3

1 · . Institutions

2 · Non-Institutions a) Bodies Corp: i) Indian ii) Overseas b) Individuals

1 · 2 3

4 · Other Non-Executive Directors

1 · (a) CIN: (b) GLN:

2 · (a) Name of the company: b Registered office address: (c) E-mail id: 3. Name of the stock exchange where the shares of the company are listed:

4 · Details of change in shareholding position of promoters:

5 · Details of change in shareholding position of top ten share holders: Name of the No. of shares % of shareholding Change in share No. of shares held share held before the before the change holding in number of after the change holders change shares Increase (~) decrease

1 · Name Address E-mail Id Signature

2 · Name Address: E-mail Id Signature:.

20 ·

4 · Thereby exercise my vote in respect of Ordinary/ Special resolution enumerated below by recording my assent O dissent to the said resolution in the following manner: No Item No_ No. of shares [ assent to the [ dissent from thel held by me resolution resolution

1 · After the time fixed for closing of the poll by the Chairman, ballot boxes kept for polling were locked in mylour presence with due identification marks placed by melus 2. The locked ballot boxes were subsequently opened in mylour presence and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by the Company Registrar and Transfer Agents of the Company and the authorizations proxies lodged with the Company:

3 · The poll papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately. OR INWe did not find any poll papers invalid.

1 · (a)*Corporate identity number (CIN) of company (b) Global location number (GLN) of company

2 · (a) Name of the company (b) Address of the registered office of the company

3 · Registration of

4 · Date of dispatch of notice for passing of

5 · Date of passing of

6 · Number of resolution(s) for which the form is being filed

7 · (a) In case of alteration in object clause, whether there is any change in the industrial activity of the company 0 Yes 0 No (b) If yes, provide the main division of new industrial activity of the company Description of the main division

8 · In case of voluntary winding up under section 304, provide the following details (a) Mode of winding up Members' Creditors' (b) Date of commencement of winding up (DD/MMYYYY) (c) Number of liquidators

9 · Details of agreement (a) Date of agreement

10 · Service request number(SRN) of Form INC.28 11. Total number of members as on the date of filing

5 · Optional attachment(s) if any