Formats Diretor Report, MGT- 9 extracts and Aoc- 2 ~ CS GAURAV SHARMA

DIRECTORS’ REPORT

To,

The Members,

Your 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, ______.

1. Financial summary or highlights/Performance of the Company.

The Summary of the Financial Statements of the Company is as:-

(in Rs.)

Summary of Financial Result	Amount as on 2014-2015	Amount as on 2013-14
Income
Expenses
Profit/(Loss) before depreciation
Less: Depreciation
Profit after depreciation
Provision for Tax
Provision for Deferred Tax Asset/(Liability)
Profit/(Loss) After Dep. & Tax

2. Dividend

In the month of ________________, the Company declared an Interim Dividend of Rs______ per share. Your Directors are pleased to recommend a final dividend of Rs_______ per share aggregating to Rs______ per share (both inclusive interim and final) for the current financial year. The dividend if approved and declared in the forthcoming Annual General meeting would result a total Dividend outflow of Rs______ and Dividend Distribution Tax of Rs______ aggregating a total outflow of Rs______

Your Directors are pleased to recommend a dividend of Rs______ per share aggregating to Rs______ per share for the current financial year. The dividend if approved and declared in the forthcoming Annual General meeting would result a Dividend outflow of Rs______ and dividend Distribution Tax of Rs______aggregating a total outflow of Rs__________

Directors have not recommended any dividend on Equity Shares due to conservation of Profits/due to loss incurred by the Company /due to insufficient profit for the period under review.

3. Reserves

The Board proposes to carry forward Rs.__________/- to the reserves account maintained by the Company

4. Brief description of the Company’s working during the year/State of Company’s affair

Review of operations was conducted during the financial year which was found satisfactory by the management of the company. The Board discussed the matter and framed new strategies to expand the business of the company in the near future.

Further your Directors wish to present the details of Business operations done during the year under review:

a. Production and Profitability

b. Sales

c. Marketing and Market environment

d. Future Prospects including constraints affecting due to Government policies

5. Change in the nature of business, if any

There are no material changes in the nature of business of the company during the financial year under scrutiny.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no material changes affecting the financial position of the business of the company during the financial year under scrutiny.

The following material changes and commitment occurred during the year under review affecting the financial position of the Company.

7. Deposits

The details of deposits accepted/renewed during the year under review are furnished hereunder:

a) Amount accepted during the year

b) Amount remained unpaid or unclaimed as at the end of the year

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:-

i) at the beginning of the year
ii) maximum during the year
iii) at the end of the year

No deposit has been accepted by the Company during the financial year under scrutiny.

8. Statutory Auditors

M/s ________________________, Chartered Accountants, Auditors of the Company being eligible offers themselves for re-appointment till the conclusion of the next Annual General Meeting, subject to approval by shareholders in the Annual General Meeting of the Company. Their continuance of appointment are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

9. Auditors’ Report

The explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.

10. Extract of the annual return

The extracts of Annual Return in Form MGT -9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished and is annexed to this Report.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

The company is using its self Resources except Electricity from the BSES

(B) Technology absorption

The company is using its own Knowledge & Technology & there is no Technology absorption from outside.

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as:

(Rs. In lacs)

Particulars	2014-15	2013-14
Foreign Exchange Earning
Foreign Exchange outgo

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. The total Foreign Exchange Inflow was Rs. ______________ and Outflow was Rs. ______________ during the year under review.

12. Directors:

A) Changes in Directors and Key Managerial Personnel

There being no change in the composition of Directors & Key Managerial Personnel during the financial year under scrutiny.

Mr________________ and Mr_______________ retire at this Annual General Meeting and being eligible offer themselves for re election.

13. Number of meetings of the Board of Directors

There being ___________ meetings of Board of Directors being convened under the financial year complying with the requirement of Section 173 of the Companies Act 2013.

14. Particulars of loans, guarantees or investments under section186

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

There being no loan, guarantees or investments, provided by the Company under section186 of the Companies Act 2013 during the financial year under scrutiny.

15. Particulars of contracts or arrangements with related parties:

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 are furnished in Form AOC -2 as Annexure….. and is attached to this report.

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

16. Risk management policy

The Company has adopted the following measures concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself.
a.
b.
c.

The Company does not have any Risk Management Policy as the elements of risk threatening the Company’s existence is very minimal.

The management of the Company has framed the risk management policy for the Company including identification of the elements of risk. Further there is no material risk which in the opinion of the Board might threaten the existence of the company.

17. Transfer of Unclaimed Dividend to Investor Eduction and Protection Fund

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year________is due for remittance on ___________ to the Investor Eduction and Protection Fund established by the Central Government.

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

18. Details of Policies developed and implemented 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.

The Company has developed and implemented the following Corporate Social Responsibility initiatives as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall be made. during the year under review. The Annual Report on Company’s CSR activities of the Company is furnished in Annexure ____. and attached to this report.

The Company has made the relevant provisions for CSR activities in the Books of Accounts and has deposited the money in a separate Bank Account. The Company shall find out ways and means to spend the same in the coming months and shall submit the relevant report in the ensuing year. The Company could not spend the money before finalising this report as the time was too short to identify suitable projects for spending the same

19. Company’s Policy relating to directors appointment, payment of remuneration and discharge of their duties

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure ___ and is attached to this report

20. Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

21. Disclosure of Composition of Audit Committee and providing Vigil Mechanism

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

The Audit Committee consists of the following members
a.
b.
c.

The above composition of the Audit Committee consists of independent Directors viz., Mr________________ and Mr______________ who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

23. Share Capital

a) Issue of equity shares with differential rights

The Company has issued _________ shares of Rs. _____ each for a total consideration of Rs. _________ with differential rights under rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014. Detail of which is annexed to this Report as Annexure _____.

b) Buy Back of Securities

The Company has bought back ____________ equity shares of Rs____ each for a total consideration of Rs____________ in accordance with the provisions of Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014. The said buy back of shares constituted ____% of the total paid up Capital and free reserves.

The Company has not bought back any of its securities during the year under review.

c) Issue of Sweat equity shares

The Company has issued _________ Equity of Shares of Rs _____ each as Sweat Equity in accordance with the provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014

The Company has not issued any Sweat Equity Shares during the year under review.

d) Issue of Bonus Shares

The Company has issued _________ shares of Rs_______ as Bonus Shares to the existing shareholders of the Company in the proportion of _________ share for every____ shares held in accordance with the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies(Share Capital and Debentures), Rules 2014.

No Bonus Shares were issued during the year under review.

e) Issue of Employees Stock Option Plan

The Company had issued _________Equity Shares of Rs.10/- aggregating to Rs_________ under the Employees Stock Option Plan during the year under review.

The Company has not provided any Stock Option Scheme to the employees.

22. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act 2013, shall state that—

(a) The company in the preparation of the annual accounts has followed the applicable accounting standards along with proper explanation relating to material departures.

(b) The directors of the company 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 the financial year and of the profit or loss of the company for that period.

(c) The directors of the company had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

23. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

FOR ABC PRIVATE LIMITED

DIRECTOR DIRECTOR

DIN: DIN:

Place:

Date:

ANNEXURE-____

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.20XX

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1.	CIN
2.	Registration Date
3.	Name of the Company
4.	Category/Sub-category of the Company
5.	Address of the Registered office & contact details
6.	Whether listed company
7.	Name, Address & contact details of the Registrar & 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)

S. No.	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1
2
3

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES [No. of Companies for which information is being filled]

S. N0	NAME AND ADDRESS OF THE COMPANY	CIN/GLN	HOLDING/ SUBSIDIARY / ASSOCIATE	% OF SHARES HELD	APPLICABLE SECTION
1
2

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

Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year[As on 31-March-2014]				No. of Shares held at the end of the year[As on 31-March-2015]				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
A. Promoter
(1) Indian
a) Individual/ HUF
b) Central Govt
c) State Govt(s)
d) Bodies Corp.
e) Banks / FI
f) Any other
Total shareholding of Promoter (A)

B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt
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)
Non Resident Indians
Overseas Corporate Bodies
Foreign Nationals
Clearing Members
Trusts
Foreign Bodies - D R
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)

B) Shareholding of Promoter-

SNo	Shareholder’s Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in shareholding during the year
		No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% change in shareholding during the year
1
2

C) Change in Promoters’ Shareholding (please specify, if there is no change) - NO CHANGE

S.No	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
S.No	Particulars	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):
	At the end of the year

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SN	For Each of the Top 10 Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding during the year
SN	For Each of the Top 10 Shareholders	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
	At the end of the year

E) Shareholding of Directors and Key Managerial Personnel:

SN	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Cumulative Shareholding during the year
SN		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year
	Date wise Increase / Decrease in Promoters Shareholding 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 excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
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: -

SN.	Particulars of Remuneration	Name of MD/WTD/ Manager	Total 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
	(c) Profits in lieu of salary under section 17(3) 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

SN.	Particulars of Remuneration	Name of Directors	Total Amount

1	Independent Directors
	Fee for attending board committee meetings
	Commission
	Others, please specify
	Total (1)
2	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

SN	Particulars of Remuneration	Key Managerial Personnel
		CEO	CS	CFO	Total
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
	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2	Stock Option
3	Sweat Equity
4	Commission
	- as % of profit
	others, specify…
5	Others, please specify
	Total

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

FOR ABC PRIVATE LIMITED

DIRECTOR DIRECTOR

DIN: DIN:

Place:

Date:

ANNEXURE-____

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 transactions under third proviso thereto

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

S. No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship
b)	Nature of contracts/arrangements/transaction
1. c)	Duration of the contracts/arrangements/transaction
2. d)	Salient terms of the contracts or arrangements or transaction including the value, if any
3. e)	Justification for entering into such contracts or arrangements or transactions’
4. f)	Date of approval by the Board
5. g)	Amount paid as advances, if any
6. 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.

S. 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

FOR ABC PRIVATE LIMITED

DIRECTOR DIRECTOR

DIN: DIN:

CSGAURAV +919990694230
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September 1, 2015