Section 17 in The Companies (Meetings of Board and its Powers) Rules, 2014

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Union of India - Section

Section 17 in The Companies (Meetings of Board and its Powers) Rules, 2014

17. Payment to director for loss of office, etc. in connection with transfer of undertaking, property or shares.

(1)No director of a company shall receive any payment by way of compensation in connection with any event mentioned in sub-section (1) of section 191 unless the following particulars are disclosed to the members of the company and they pass a resolution at a general meeting approving the payment of such amount -

(a)name of the director;

(b)amount proposed to be paid;

(c)event due to which compensation become payable;

(d)date of Board meeting recommending such payment;

(e)basis for the amount determined;

(f)reason or justification for the payment;

(g)manner of payment - whether payable in cash or otherwise and how;

(h)sources of payment; and

(i)any other relevant particulars as the Board may think fit.

(2)Any payment made by a company by way of compensation for the loss of office or as a consideration for retirement from office or in connection with such loss or retirement, to a managing director or whole time director or manager of the company shall not exceed the limit as set out under section 202.

(3)No payment shall be made to the managing director or whole time director or manager of the company by way of compensation for the loss of office or as consideration for retirement from office (other than notice pay and statutory payments in accordance with the terms of appointment of such director or manager, as applicable) or in connection with such loss or retirement if -

(a)the company is in default in repayment of public deposits or payment of interest thereon;

(b)the company is in default in redemption of debentures or payment of interest thereon;

(c)the company is in default in repayment of any liability, secured or unsecured, payable to any bank, public financial institution or any other financial institution;

(d)the company is in default in payment of any dues towards income tax, VAT, excise duty, service tax or any other tax or duty, by whatever name called, payable to the Central Government or any State Government, statutory authority or local authority (other than in cases where the company has disputed the liability to pay such dues);

(e)there are outstanding statutory dues to the employees or workmen of the company which have not been paid by the company (other than in cases where the company has disputed the liability to pay such dues); and

(f)the company has not paid dividend on preference shares or not redeemed preference shares on due date.

Explanation : Pending notification of sub-section (1) of section 247 of the Act and finalisation of qualifications and experience of valuers, valuation of stocks, shares, debentures, securities etc. will be conducted by an independent merchant banker who is registered with the Securities and Exchange Board of India or an independent chartered accountant in practice having a minimum experience of ten years.Form MBP-1Notice of interest by director[Pursuant to section 184 (1) and rule 9(1)]ToThe Board of Directors...............LimitedDear Sir(s)I, .............., son/daughter/spouse of ............, resident of .............., being a director in the company hereby give notice of my interest or concern in the following company or companies, bodies corporate, firms or other association of individuals:-

Sl. No.	Names of the Companies/bodies corporate/ firms/association of individuals	Nature of interest or concern / Change ininterest or concern	Shareholding	Date on which interest or concern arose / changed

Signature:MD/Director/Secretary/Whole time DirectorPlace:Date:Form MBP-2Register of loans, guarantee, security and acquisition made by the company[Pursuant to section 186(9) & rule 12(1)]

Nature of transaction (whether loan/ guarantee/security/acquisition)	Date of making loan/acquisition / givingguarantee/ providing security	Name and address of the person or body corporateto whom it is made or given or whose securities have beenacquired (Listed/Unlisted entities)	Amount of loan/ security/acquisition/ guarantee	Time period for which it is made/ given
(1)	(2)	(3)	(4)	(5)

Purpose of loan/acquisition/ guarantee/ security	% of loan/acquisition/ exposure on guarantee/security provided to the paid up capital, free reserves andsecurities premium account and % of free reserves and securitiespremium	Date of passing Board resolution	Date of passing special resolution, if required	For loans
Rate of interest	Date of maturity
(6)	(7)	(8)	(9)	(10)	(11)

For acquisitions
Number and kind of securities	Nominal value and paid up value	Cost of acquisition (in case of securities howthe purchased price was arrived at)	Date of selling of investment	Selling price (how the price was arrived at)	Signatures and Remarks
(12)	(13)	(14)	(15)	(16)	(17)

Signature:MD/Director/Secretary/Whole time DirectorPlace:Date:Form MBP-3Register of investments not held in its own name by the company[Pursuant to section 187(3) and rule 14(1)]

S. No.	Date of the board resolution authorising suchinvestment	Date of investment	Name of the person/ depository in whose nameinvestment is held	Address and E-mail id of person / depository inwhose name investment is held	Purpose of investment
(1)	(2)	(3)	(4)	(5)	(6)

Name of the company or body corporate in whichinvestment is made	Class of securities	Number of securities	Client ID / DP No.	Face value of securities	Paid up value of securities
(7)	(8)	(9)	(10)	(11)	(12)

Cost of acquisition	Date of disposal	Number of securities disposed off	Sale consideration	Balance securities left, if any	Remarks, if any
(13)	(14)	(15)	(16)	(17)	(18)

Signature:MD/Director/Secretary/Whole time DirectorForm MBP-4Register of contracts with related party and contracts and Bodies etc. in which directors are interested[Pursuant to section 189(1) and rule 16(1)]A. Contracts or agreements with any related party under section 188 or in which any director is concerned or interested under sub-section (2) of section 184

Date of contract / arrangement	Name of the party with which contract is enteredinto	Name of the interested director	Relation with director/ company/ Nature ofconcern or interest	Principal terms and conditions	Whether the transaction is at arm’s lengthbasis
(1)	(2)	(3)	(4)	(5)	(6)

Date of approval at the meeting of the Board	Details of voting on such resolution	Date of the next meeting at which register wasplaced for signature
No. of Directors present in the meeting	Directors voting in favour	Directors voting against	Directors remaining neutral
(7)	(8)	(9)	(10)	(11)	(12)

Reference of specific items – (a) to (g)under sub-section (1) of section 188	Amount of contract or arrangement	Date of share holders approval if any	Signature	Remarks, if any
(13)	(14)	(15)	(16)	(17)

B. Name of the bodies corporate, firms or other association of individuals as mentioned under sub-section (1) of section 184, in which any director is having any concern or interest

Names of the Companies /bodies corporate/ firms/association of individuals	Name of the interested director	Nature of interest or concern / Change ininterest or concern	Shareholding (if any)	Date on which interest or concern arose / changed

Signature:MD/Director/Secretary/Whole time DirectorPlace :Date :

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Union of India - Section

Section 17 in The Companies (Meetings of Board and its Powers) Rules, 2014

17. Payment to director for loss of office, etc. in connection with transfer of undertaking, property or shares.