Notice and director report format cos act 2013 ~ CS GAURAV SHARMA

NOTICE

Notice is hereby given that the ……. Annual General Meeting of the members of ( Name of the Company) will be held on (date) ,at (time) at the registered office of the company (address) to transact the following business:

I. Ordinary Business

1. To receive, consider, approve and adopt the audited Balance sheet as at 31st March 2015, Statement of Profit & Loss for the year ended on that date and the reports of Board of Directors and Auditor’s thereon.

2. To ratify the appointment of the statutory auditor who was appointed as statutory auditor of the Company in the last AGM for a term of five years.

By and on behalf of Board of Directors

For ……………………………………

(……………..)

Date: Director

Place: DIN: ……..

Notes :

1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on a poll instead of himself and proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the meeting.

By and on behalf of Board of Directors

For ………………………

(…………….)

Date: DIRECTOR

Place:

DIRECTOR’S REPORT

To,

The Members,

(Company Name)

1. INTRODUCTION

The Directors have pleasure in presenting their Annual report on the business and operations of the Company and the accounts for the Financial Year ended March 31^st, 2015.

2. FINANCIAL RESULTS

The financial results for the period are summarized below:

(Amount in Rs.)

S.NO.	PARTICULARS	2014 - 2015	2013 - 2014
1	Sales and other Income	-	-
2	Expenditure	-	-
3	Profit Before Tax	-	-
4	Provision for Taxation (1)Current Tax (2)Deferred Tax	- -	- -
5	Profit after Tax	-	-
6	Earning Per Equity Share: (1)Basic (2) Diluted	- -	- -

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company during the year.

4. ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT – 9 is enclosed herewith in Annexure……….

5. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

The following are the details of meetings of board of directors or committees held during the financial year.

S.NO	DATE OF BOARD MEETING	CHAIRPERSON
1.
2.
3.
4.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit and loss of the company for that period,

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

d. The directors had prepared the annual accounts on a going concern basis,

e. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. Comment on Auditor Report:

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANY ACT, 2013

The particulars of loans given, guarantees given or investments made under Section 186 is furnished in Annexure ……………. and is attached to this report.

There were no loans given, guarantees given or investments made by the company under Section 186 of the Companies Act, 2013 during the year and hence the said provisions is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 is furnished in Form No. AOC 2 and is attached to this report.

There was no Contracts Or Arrangements made with related parties during the year.

10. RESERVES

In the absence of sufficient profits the Company is unable to transfer any amount to the reserves.

11. DIVIDEND

Due to insufficient funds the directors of the Company feel regret to declare any dividend for the current financial year.

12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules ,2014 are:

a) Conservation of Energy-

1. The Company has taken necessary steps for conservation of Energy.

2. The Company has taken steps to utilize alternate sources of Energy.

3. The Company has made capital investment of …………….on energy conservation equipments.

b) Technology absorption-

1. The Company has acquired new technology and upgraded its technology for the benefits like product development and improvement, cost reduction etc.

2. The Company has incurred an amount of Rs……………on research and development.

c) Foreign Exchange Earnings and outgo-

1. Foreign exchange earnings in terms of actual inflows was_____________

2. Foreign exchange outgo in terms of actual outflows was_____________

during the year.

14. STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY

The Company has an effective risk management policy which is capable of identifying various types of risks associated with the business, its assessment, risk handling, monitoring and reporting.

15. DETAILS OF POLICY DEVELOPED AND IMPLEMNTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

16. DIRECTORS

There was no change in the constitution of board of directors of the Company. The Board comprises of:

S.No	Name	Designation	DIN
1.
2.

Mr…………………….was appointed/resigned, if any, as an additional director on ……………………. and holds the said office till the date of the Annual General Meeting.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate company.

18. DEPOSITS

As per Section 74 of the Companies Act, 2013 the Company has neither accepted nor renewed any deposits during the financial year.

Further the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

19. STATUTORY AUDITORS

M/S……………………………………………,Chartered Accountants,………………………………. were appointed as statutory auditors for a period of 5 years in the last Annual General Meeting of the Company. Their continuation with the Company is to be ratified in the ensuring Annual General Meeting of the Company and the Company has received a certificate from the auditors to the effect that they are eligible to be reappointed and not disqualified in accordance with the provisions of the Companies Act, 2013.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Company’s operation in future.

21. SHARE CAPITAL

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees as per Rule 16(4) of Companies (share capital and debentures) Rules, 2014.

b. Issue Of Sweat Equity Shares

The Company has not issued any sweat equity share during the financial year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014.

c. Issue Of Equity Shares With Differential Rights

The Company has not issued any equity shares with differential voting rights during the financial year as per Rule 4(4) of Companies (Share capital and debentures) Rules, 2014.

d. Issue of Employee Stock Option

The company has not issued any employee stock option during the financial year as per Rule 12 of Companies (share capital and debentures) Rules, 2014.

FOR AND ON BEHALF OF M/S………….PVT LTD

DATE :

PLACE :

(………………) (………………..)

DIRECTOR DIRECTOR

DIN: DIN:

Annexure 1

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship
b)	Nature of contracts/arrangements/transaction
c)	Duration of the contracts/arrangements/transaction
d)	Salient terms of the contracts or arrangements or transaction including the value, if any
e)	Justification for entering into such contracts or arrangements or transactions’
f)	Date of approval by the Board
g)	Amount paid as advances, if any
h)	Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship
b)	Nature of contracts/arrangements/transaction
c)	Duration of the contracts/arrangements/transaction
d)	Salient terms of the contracts or arrangements or transaction including the value, if any
e)	Date of approval by the Board
f)	Amount paid as advances, if any

By and on behalf of Board of Directors

For ……………………………………………………………..

(……………………) (………………..)

Date: Director Director

Place: DIN: DIN:

Annexure II

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on _______

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)	CIN

ii)	Registration Date

iii)	Name of the Company

iv)	Category / Sub-Category of the
	Company

v)	Address of the Registered office
	and contact details

vi)	Whether listed company	Yes / No

vii)	Name, Address and Contact
	details of Registrar and Transfer
	Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

SI. NO.	Name and Description	NIC Code of the	% to Total turnover of
	of main products/ services	Product/ services	the company

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S.NO	NAME AND ADDRESS	CIN/GIN	HOLDING/SUBSIDIARY/	% of shares	Applicable
	OF THE COMPANY		ASSOCIATE	held	Section

1

2

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of

Total Equity)

(i) Category-wise Share Holding

Category of	No. of shares held at the	No. of shares held at the end	% Change during
shareholders	beginning of the year	of the year	the year

A. Promoters

(1) Indian

(g) Individual/ HUF

(h) Central Govt (I)State Govt(s) ( j) Bodies Corp.

(k) Banks/FI

(l) Any Other….

Sub-total

(A) (1):-

(2) Foreign

(a) NRIs - Individuals

(b) Other – Individuals

(d) Banks / FI

(e) Any Other….

Sub-total (A) (2):-

Total shareholding of Promoter (A) = (A)(1)+(A)( 2)

B. Public Shareholding

1. Institutions

(a) Mutual Funds

(b) Banks/FI

(d) State Govt(s)

(e) Venture Capital Funds

(f) Insurance Companies

(g) FIIs

(h) Foreign Venture Capital Funds

(i) Others (specify)

Sub-total (B)(1):-

2. Non Institutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

c) Others (specify)

Sub-total (B)(2):-

Total Public

Shareholding (B)=(B)(1)+ (B)(2)

C. Shares held by

Custodian for GDRs &

ADRs

Grand total (A+B+C)

(ii) Shareholding of Promoters

SL.	Shareholder’s	Shareholding at the beginning			Share holding at the end of
NO.	Name		of the year			the year
		No. of	% of total	% of	No. of	% of total	% of	%
		Shares	Shares of	shares	Shares	Shares of	Shares	change
			the	pledged		the	Pledged/	in share
			company	/encunb		company	encunbe	holding
				erred to			rred to	during
				total			total	the
				shares			shares	year

1

2
3
	Total

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SL.		Shareholding at the beginning of		Cumulative shareholding
NO.		the year		during the year

		No. of shares	% of total	No. of shares	% of total
			shares of the		shares of the
			company		company

	At the
	beginning of
	the year

Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

At the End of

the Year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SL.		Shareholding at the beginning of		Cumulative shareholding
No.		the year		during the year

	For Each of the Top	No. of shares	% of total	No. of	% of total
	10 Shareholders		shares of the	shares	shares of the
			company		company

	At the beginning of
	the year

	Date wise Increase /
	Decrease in Share
	holding during the
	year specifying the
	reasons for increase /
	decrease (e.g.
	allotment / transfer /
	bonus / sweat equity
	etc):

	At the End of the year
	( or on the date of
	separation, if
	separated during the
	year)

(v) Shareholding of Directors and Key Managerial Personnel:

Sl.		Shareholding at the beginning		Cumulative Shareholding during the
No.		of the year			year
	For Each of	No. of shares	% of total	No. of shares		% of total shares of
	the Directors		shares of the			the company
	and KMP		company

	At the
	beginning of
	the
	year

	Date wise
	Increase /
	Decrease in
	Share holding
	during the
	year
	specifying the
	reasons for
	increase /
	decrease (e.g.
	allotment /
	transfer /
	bonus/ sweat
	equity etc):

	At the End of
	the year

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment

	Secured loans	Unsecured Loans	Deposits	Total
	excluding			Indebtedness
	deposits

Indebtedness at
the beginning of
the financial year
(i) Principal
Amount

( ii) Interest due
but not paid

(iii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness during the financial year

• Addition ·

• Reduction

Net Change

Indebtedness at the end of the financial year

(i)Principal Amount

ii) Interest due but not paid

(iii) Interest accrued but not due

Total (I + ii+ iii)

VI. Remuneration Of Directors And Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No.	Particulars of	Name of MD/WTD/Manager				Total
	Remuneration					Amount

		-	-	-	-

1.	Gross salary
	(a) Salary as per
	provisions
	contained in section
	17(1) of the Income-
	tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

2. Stock Option

3. Sweat Equity

4. Commission

- as % of profit

- others, specify…

5. Others, please specify

Total (A)

Ceiling as per the

Act

B. Remuneration to other directors:

Sl. No.	Particulars of		Name of Directors			Total
	Remuneration					Amount

		-	-	-	-

	3. Independent Directors
	· Fee for attending board /
	committee meetings

	· Commission

	· Others, please specify

	Total (1)

	4. Other Non-Executive
	Directors
	· Fee for attending board
	/ committee meetings

	· Commission

	· Others, please specify

	Total (2)

Total (B)=(1+2)

Total Managerial

Remuneration

Overall Ceiling as per the

Act

C. Remuneration to key managerial personnel other than md/manager/wtd

S.No.

Particulars of Remuneration

Key Managerial Personnel

Company

CEO

secretary

CFO

Total

Gross salary

(a) Salary as per provisions

contained in section 17(1)

of the Income-tax Act, 1961

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

under section 17(3)

Income-tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify…

Others, please specify

Total

VII. Penalties / Punishment/ Compounding Of Offences:

Type

Section of

Brief

Details of

Authority

Appeal

the

Description

Penalty/Punishment

[RD/

made,

Companies

Compounding fees

NCLT/COURT]

if any

Act

imposed

(give

details)

A .Company

Penalty

Punishment

Compounding

B.Directors

Penalty

Punishment

Compounding

C.OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

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July 9, 2015