FORM NO. 25A
THE COMPANIES ACT, 1956

Nominal capital Rs. ……………………….. Registration No. of company
………………….

State where registered……………….

Form of application to the Central Government for approval of appointment/re-
appointment and remuneration payable to managing/whole-time director(s) or

manager

[Pursuant to sections 269, 198(4), 309(3), 311, 387 and 388]

Details of application fee paid:
(a) Payment is made by
(I) treasury Challan,
(ii) demand draft.
(b) Treasury Challlan No./demand draft No. and date.
(c) Name of bank/treasury
(d) Fee paid

PART A
1. Particulars of company (in block letters):
(a) Name of the company.
(b) Address of its registered office.
(c) Date of registration under the Companies Act, 1956.
(d) Date of issue of certificate of commencement of business.
(e) Nature of business.
(f) Whether the company is and deemed public limited company under section
43A Yea/No
2. (a) Management structure (list of directors/managing directors/Whole-time directors
( in capital letters):
Sl.
No.

Name Designation Nationality Date of appointment

(b) Managerial remuneration paid during the last three years to be stated separately
each director/managing director/whole-time director manager

Year Salary Per-
quisites

Com- mission

Other
(specify)

Total % of
net
profits
Nature of
service
rendered

Whether
approval of
Government
obtained
(Yes/No)

If not
reaso
there
for

3. Effective capital as per latest audited balance sheet (as defined in Schedule XIII)
(Rs. in thousands).
Effective capital as on
(i) Paid-up share capital ……………………………………………………

share premium account ……………………………………………………
Reserves and surplus ……………………………………………………
Long-term loans which are repayable after
one year ……………………………………………………
Deposits ……………………………………………………
Total ……………………………………………………
(ii) Investments ……………………………………………………
Accumulated losses ……………………………………………………
Preliminary expenses not written off ……………………………………………………
Total ……………………………………………………
(i)-(ii) ……………………………………………………

4. Working results of the company during last five years.

Financial parameters Year

Turnover
Net profit
(as computed under section 198)
Net profit as per profit and loss account
Amount of dividend paid
Rate of dividend declared

5. In the case of new companies, where the commercial production has not yet
commenced, please furnish project cost, the sources of finance and the projections of
turnover, net profits (as computed under section 198) for the next three years.
6. Reasons for the loss/inadequacy of profit, if any.
7 Steps taken to improve the performance of the company, whether BIFR/financial
institution/bank has approved any scheme for the revival of the company, if so, furnish
details thereof and copy of the scheme.
8 Name and address of the present auditors of the company.
9. Shareholding pattern of the company.
(a) Details of shareholding as on

Equity shares
(No.)

(1) as % age of
total shares
(1) (2)

(b) Total No. of shares
(c) Face value of the share Rs.
(d) Shares held by
(I) Central/State
Governments
(ii) Public financial
institutions/banks

(iii) Foreign nationals
(iv) Non-resident Indians
(v) Directors/promoters,
their relatives, friends and
associates
(vi) Indian public
(vii) Others(specify)
Total

PART B

10. The proposal for which the Central Government’s approval is
sought and justification
thereof.
(a) Proposal for Appointment(s) Reappointment(s)
(b) For remuneration proposed
to be paid to the proposed

Managing
director/manager

Whole-time
director(s)

(c) Proposed remuneration
Salary Perquisites Commission Other
(specify)

Total % of
net
profits

Date from
which
approved by
the
board/company

(d) Which clause(s) of Schedule XIII is are not satisfied
due to which the present application is being made?
Give full particulars.

Yes/No.

(e) If the present proposal is for reappointment, was
the earlier appointment made in accordance with the
provisions of Schedule XIII or with the approval of the
Central Government.

Yes/No.

11. Nature of services to be rendered by the propose
appointmentee(s).
12. Whether the proposed appointee(s) suffers from any
of the disqualification’s mentioned in section 267 or 385.
If yes, furnish details
13. Particulars of proposed appointee.
(I) Name
(ii) Designation
(iii) Father’s name
(iv) Nationality
(v) Date of birth
(vi) Qualification
(vii) Experience

(viii) Income details during the last three years:
Organisation Designation Duration salary Perquisites Commission Total

from
to
(Rs. in
thousands)

(ix) in case the proposed appointee is foreigner, also furnish the following:
(a) Country of origin
(b) Passport No.
(c) Date of issue
(d) Period of validity From……………. to ………..
(e) Purpose of visit
14. Whether the proposal for which Government’s approval has been sought:
(a) is covered by the articles of association of the company?
Yes/No.
If so, reference be made to the relevant article(s)
……………
(b) has been approved by the board of directors of the company?
(c) has been approved by the company in general meeting?
(d) Date of resolution of the board of director and shareholders.

15. Is the appointee working in any other company as manager or managing/whole-
time employment any where else?

yes/No.
If yes, please furnish the following:
(a) (i) Name of the company firm
(ii) Address
(iii) Whether registered company/firm
Commune Firm
(iv) Nature of business
(iv) Working results for the last four years
Financial parameters Year ending on

Turnover
Net profit
(as computed under
section 198)
Dividend paid
Rate of dividend
declared
Effective capital
(as defined in
schedule XIII)

(b) Remuneration, if any, payable by the other company/firm:
Organisation Designation Duration salary Perquisites Commission Total

from
to
(Rs. in
thousands)

Whether rendering any professional services?
(c) Details of service rendered and remuneration.
(d) Justification for proposed appointment, when the appointee is already
managing/Whole-time director in another company or managing partner of a firm or
whole-time employee elsewhere;
(e) Whether provisions of section 316(2) have been complied with; if so, please
furnish copy of resolution. If so, indicate the reasons therefor
(f) Whether he is engaged in any profession, if so details thereof.
16….State whether the proposed appointee was sentenced to imprisonment for any
period or to a fine exceeding Rs. 1,000 on conviction for any offence under any of the
13 Acts mentioned inclause 1(a) of part of schedule XIII, if so please furnish full details.
17 State whether the proposed appointee was detained for any period under the
Conservation of Foreign Exchange and prevention of Smuggling Activities Act, 1974?
If so, details thereof.
18. (a) State the nature and extent of direct or indirect interest o director/manager in
selling/buying
agencies, distribution, if any
(b) Financial benefits derived therefrom during last three years.
19. The names of newspapers in which notices under section 640B have been
published along with dates thereof (enclose paper cutting).
Name of the
newspaper

Date of publication

20. Whether a copy of the
application together with the
enclosures has been sent to the
Registrar of Companies pursuant to
rule 20A(i) of the Companies (Central
Government’s) General Rules and
Forms, 1956?

Yes/No.

If yes, date of admission
21. The following documents are
enclosed:
(I) Certified copies of the
memorandum and articles of
association.

(ii) Certified copies of the annual
accounts together with director(s)
including resolution report for the
latest five financial years.
(iii) Certified copies of the resolution
of board/shareholder(s) including
resolution under section 316(2)
where applicable.
(iv) Certified copy of Scheme
approved by the BIFR/financial
institutions/bank, for the revival of the
company, if any.
(v) Certified copies of newspaper
clipping of notice published under
section 640B, in original.

PART C

Application to the central Government for approval to the payment of minimum
remuneration or of remuneration in excess of the limits prescribed under section

198(1)/309 (3)

[pursuant to section 198(4)/309(3)/387]

22. Whether the company proposed
to pay minimum remuneration in the
absence or inadequacy of profits or
remuneration in excess of the limits
prescribed under section
198(1)/309(3)?

Yes/No.

If so, please furnish details of
the proposal (enclose copies of the
relevant resolution
Note:— Separate application fees to be paid in respect of the application under
Part C. Please enclosed original copy of treasury challan/demand draft in favour of pay
and Account Officer, Department of Company Affairs, New Delhi.

DECLARATION

To the best of my knowledge and belief, the information given in this application
and its annexures is correct and complete.

Signature………………………………….
Designation……………………………………

Dated this ……………………….. day of …………… 19