"On the Letter Head"
NOTICE is hereby given that 15th Annual
General Meeting of the Members of the Company will be held on Saturday the 29th day of September 2018 at its registered office at <address>at 11.00 am to
transact the following business:
ORDINARY
BUSINESS:
To consider and if thought fit to
pass, the following as Ordinary Resolutions:
1.
To receive, consider
and adopt the Financial Statements of the Company for the year ended 31st
March, 2018 including Audited Balance Sheet as at 31.03.2018 and statement of
Profit and Loss account for the period ended on 31.03.2018 and Cash Flow
Statement (if Any) on that date along with the reports of Board of
Directors and Auditors thereon.
2.
To take note of the
appointment of M/S. XYZ & CO.,
CHARTERED ACCOUNTANTS (FIRM REGISTRATION NUMBER 12345C), who were appointed
as the Statutory Auditors of the Company for a period of four years in the
_____ Annual General Meeting of the Company held on _________________________________________,
to hold their office from the conclusion of the _________ Annual General
Meeting till the conclusion of _____________ Annual General Meeting (up to the
Financial Year ending ____________).
3.
To appoint M/S. XYZ & ASSOCIATES., COMPANY
SECRETARY IN PRACTICE, as Secretarial Auditors of the Company up to the
Financial Year ending ____________) for a remuneration as may be decided by the
Board.
For and on Behalf of the Board
ABC (Director)
(DIN-XXXXX78)
Date: 01.09.2018
Place: GURGAON
NOTES:
1.
A MEMBER IS ENTITLED TO ATTEND AND
VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING”) IS ENTITLED TO APPOINT A
PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND PROXY NEED NOT TO BE
A MEMBER OF THE COMPANY. HOWEVER, PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE
DULY STAMPED, COMPLETED, SIGNED AND DEPOSITED AT THE OFFICE OF THE COMPANY AT
LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
2.
A Route Map along with Prominent Landmark for easy location to
reach the venue of Annual General Meeting is annexed with the notice of Annual
General Meeting as per the requirement of Secretarial Standards-1 (SS-1) as
issued by the Institute of Company Secretaries of India (ICSI).
3.
Members/proxies attending the meeting are requested to bring their
duly filled admission/ attendance slips sent along with the notice of annual
general meeting at the meeting.
4.
Corporate members intending to send their authorised
representatives to attend the meeting are advised to send a duly certified copy
of the Board Resolution authorizing their representative to attend and vote at
the meeting.
For and on Behalf of
the Board
ABC
(Director)
(DIN-XXXXX78)
Date: 01.09.2018
Place: GURGAON
"On the Letter Head"
MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of
the Companies (Management and Administration) Rules, 2014]
CIN:
|
|
Name of the company
|
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Registered office:
|
|
Name of the member
|
|
Registered address
|
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E-mail Id:
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Folio No/ Client Id:
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I/We, being the member (s) of …………. shares of the
above named company, hereby appoint:
1
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Name ………………………..
Address………………………..
Email Id ………………………..
Signature ………………………..
OR failing him
|
3
|
Name ………………………..
Address ………………………..
Email Id ………………………..
Signature ………………………..
OR failing him
|
2
|
Name ………………………..
Address ………………………..
Email Id ………………………..
Signature ………………………..
OR failing him
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4
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Name ………………………..
Address ………………………..
Email Id ………………………..
Signature ………………………..
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as my/our proxy to attend and vote (on a poll) for
me/us and on my/our behalf at the _______Annual general meeting of the company,
to be held on Saturday the 29thday of September 2018 at 11:00A.M. at
registered office of the Company at ______________________ and at any
adjournment thereof in respect of such resolutions as are indicated below:
S.No.
|
Resolution
|
For
|
Against
|
1.
|
To receive, consider and adopt the Financial Statements of the Company
for the year ended 31st March, 2018 including Audited Balance
Sheet as at 31.03.2018 and statement of Profit and Loss account for the
period ended on 31.03.2018 and Cash Flow Statement (if Any) on that date along with the reports of Board of
Directors and Auditors thereon.
|
||
2.
|
To take note of the appointment of M/S. XYZ & CO., CHARTERED
ACCOUNTANTS (FIRM REGISTRATION NUMBER 12345C), who were appointed as the
Statutory Auditors of the Company for a period of four years in the _____
Annual General Meeting of the Company held on _________________________________________,
to hold their office from the conclusion of the _________ Annual General
Meeting till the conclusion of _____________ Annual General Meeting (up to
the Financial Year ending ____________)
|
||
3.
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To appoint M/S. AASHISH KUMAR JAIN & ASSOCIATES., COMPANY
SECRETARIES IN PRACTICE, as Secretarial Auditors of the Company up to the
Financial Year ending ____________) for a remuneration as may be decided by
the Board.
|
|
Signed this______ day of_____ 2018
Signature of Shareholder
Signature of Proxy holder(s)
NOTES:-
1.
This
form of proxy in order to be effective should be duly completed and deposited
at the Registered Office of the Company, not less than 48 hours before the commencement
of the Meeting.
2.
A
proxy need not to be a member of the Company.
3.
A person can act as a proxy on behalf
of member not exceeding fifty and holding in the aggregate not more than 10% of
the total share capital carrying voting rights. A member holding more than 10%
of the total share capital of the company carrying voting rights may appoint a
single person as proxy and such person shall not act as proxy for any other
person or shareholder.
4.
In case of joint holders, the
signature of any one holder will be sufficient, but names of all the joint
holders shall be stated.
5.
For resolutions, explanatory statement
and notes please refer to the notice of extra ordinary general meeting.
6.
Please complete all the details
including details of member.
"On the Letter Head"
ATTENDANCE
SLIP
Members or their proxies are requested
to present this form for admission, duly signed in accordance with their
specimen signatures registered with the Company.
DP ID
|
N.A.
|
Client ID
|
N.A.
|
Reg. Folio No.
|
No. of Shares
|
Name:
Address:
I/We hereby record my/our presence at
the _________Annual General Meeting of the Company being held on Saturday the
29thDay of September 2018 at registered office of the Company at
____________________________________________________________________at 11:00
A.M.
Please
tick in the box
MEMBERPROXY
_____________________________
Signature of Shareholder/ Proxy
"On the Letter Head"
DIRECTORS’ REPORT
Dear Members,
Your Directors have pleasure in
presenting this 15th Annual report on the affairs of the Company
together with the Audited Statement of Accounts for the year ended on 31st
March, 2018.
1.
FINANCIAL SUMMARY (STANDALONE):-
The
Company’s financial performance for the year under review along with previous
year’s figures is given hereunder:-
PARTICULARS
|
31.03.2018
|
31.03.2017
|
Revenue from Operations
|
||
Other Income
|
||
Total Revenue
|
||
Total Expenditure
|
||
Profit/Loss before taxation
|
||
Less: Tax Expenses(2017) (2016)
Current Tax:
Deferred Tax:
|
||
Profit/loss( after tax)
|
||
Add: Balance B/F from the Previous Year
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||
Profit /loss for the year
|
2.
OPERATIONS:-
The
Company has reported total revenue of 
____________________________ for the current year against _____________________ for the previous year. The Net profit for
the year under review amounted to ___________________ in the current year as compared to Profit
incurred in last year amounting to ____________________.
____________________________ for the current year against _____________________ for the previous year. The Net profit for
the year under review amounted to ___________________ in the current year as compared to Profit
incurred in last year amounting to ____________________.
3.
TRANSFER OF RESERVES:-
An amount of _________________ of Loss has been
transferred to Reserve & Surplus Account.
_________________ of Loss has been
transferred to Reserve & Surplus Account.
4.
MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION OF THE COMPANY:-
There have been no any material changes and commitments, 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.
5.
CHANGE IN THE NATURE OF BUSINESS:-
There is no change in the nature of the business of the company in the
review period.
6.
SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:-
During
the year under review there has been no any such significant and material
orders passed by the regulators or courts or tribunals impacting the going
concern status and company’s operations in future.
7.
EXPLANATION TO AUDITOR’S REMARK:-
The observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are self-explanatory and
do not calls for any further comment.
8.
EXPLANATION TO SECRETARIAL AUDITOR’S
REMARK:-
The observations of M/s. Aashish Kumar Jain & Associates, secretarial Auditors, are self-explanatory and do not
calls for any further comment.
9.
DETAILS OF DIRECTORS OR KEY MANAGERIAL
PERSONNEL:
Ø
Appointment of Director:
The Board of directors of the Company
is duly constituted. There was no appointment of any alternate/additional
director / Director appointed under casual vacancy during the financial year
under review.
Ø
Resignation of Director:
None of the director of the company
has resigned during the review period.
10. EXTRACT OF ANNUAL RETURN:-
The
Company is not maintaining any website where the extract of Annual Return could
be placed.
11. NUMBER OF MEETINGS OF THE BOARD:-
During the Financial Year 2017-18, the
Board of Directors duly met _____ times, which is summarized in below table and
the intervening gap between two meetings waswithin the period prescribed under
Section 173 of the Companies Act, 2013 along with Rules made there under.
Further, the status of attendance of Board
Meeting by each of Director is as follows:-
S. No.
|
Date of Meeting
|
Board Strength
|
No. of Directors Present
|
1.
|
|||
2.
|
|||
3.
|
|||
4.
|
S. No.
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Name of Director
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Number of Board meetings entitled to attend
|
Number of Board meetings attended
|
1.
|
|||
2.
|
|||
3.
|
|||
4.
|
12. DETAILS
IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO THE CENTRAL GEOVERNMENT:-
There were no frauds as reported
by the Statutory Auditors under sub-section 12 of Section 143 of the Companies
Act, 2013 along with Rules made there-under other than those which are
reportable to the Central Government.
13. DIRECTORS’
RESPONSIBILITY STATEMENT:-
Pursuant to
the requirement under section 134(3) (C) of the Companies Act, 2013 with
respect to Directors’ Responsibility Statement, it is hereby confirmed that:-
(i)
in the preparation of the annual accounts for the financial year
ended 31stMarch, 2018, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) 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 as at 31st March, 2018 and of
the profit and loss of the company for that period;
(ii)
the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
14.
ACKNOWLEDGEMENTS:-
The directors of your Company
acknowledge the co-operation and assistance extended by various department of
Central and State Government and others. The board also takes this opportunity
to express its deep gratitude for the continuous support received from the
Shareholders.
For and on
behalf of the Board of Directors
(ABC) (DEF)
(Director) (Director)
(DIN-XXXXX78) (DIN-XXXXX78)
Date:
01.09.2018
Place: GURGAON
"On the Letter Head"
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)
DETAILS REGARDING RELATED PARTY TRANSACTIONS
AS PER THE PROVISIONS OF SECTON 188 OF THE
COMPANIES ACT, 2013
FOR THE FINANCIAL YEAR ENDED 31ST
MARCH 2018
1.
Details of contracts or arrangements or
transactions not at arm’s length basis: NIL
Name(s) of the
related party and nature of relationship
|
Nature of
contracts/arrangement/transactions
|
Duration of the
contracts / arrangements/transactions
|
Salient terms
of the contracts or arrangements or transactions including the value, if any:
|
Date(s) of
approval by the Board, if any:
|
Amount paid as
advances, if any:
|
Date of Special
Resolution u/s188
|
2.
Details of material contracts or arrangement
or transactions at arm’s length basis:
Name(s) of the
related party and nature of relationship
|
Nature of
contracts/arrangement/transactions
|
Duration of the
contracts / arrangements/transactions
|
Salient terms
of the contracts or arrangements or transactions including the value, if any:
|
Date(s) of
approval by the Board, if any:
|
Amount paid as
advances, if any:
|
Date of Special
Resolution u/s188
|
(ABC)
(DEF)
(Director) (Director)
(DIN-XXXXX78) (DIN-XXXXX78)
"On the Letter Head"
LIST OF ENTITY
WITH WHOM THE COMPANY HAS MADE THE RELATED PARTY TRANSACTION DURING THE YEAR
UNDER REVIEW PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
S. No.
|
Name(s) of the
Entity
|
Reg. No. / PAN
No. / Other Reg. No.
|
Salient terms
of the contracts or arrangements or transactions including the value, if any:
|
Justification
of the contracts / arrangement
|
Others if any
|
(ABC) (DEF)
(Director) (Director)
(DIN-XXXXX78) (DIN-XXXXX78)
"On the Letter Head"
LIST OF SHAREHOLDERS AT FINANCIAL YEAR ENDING 31.03.2018
DATE OF AGM: 30.09.2018
S. No.
|
Name of Share Holder
|
Address
|
Type of Shares
|
No. of Shares
|
Nominal Value per share
|
LIST OF SHARETRANSFER: -
NIL
(ABC)
(DEF)
(Director) (Director)
(DIN-XXXXX78) (DIN-XXXXX78)
"On the Letter Head"
STATEMENT OF CHANGES IN EQUITY
|
||
Pursuant to Section 2 (40) & 129
of the Companies Act, 2013
|
||
S. NO.
|
PARTICULARS
|
AMOUNT
|
A
|
EQUITY SHARE CAPITAL AT THE BEGINNING OF THE YEAR
|
1,00,000
|
B
|
INCREASE IN SHARE CAPITAL THROUGH:-
|
|
RIGHT ISSUE *
|
NA
|
|
BONUS ISSUE
|
NA
|
|
PRIVATE PLACEMENT
|
NA
|
|
C
|
DECREASE IN EQUITY SHARE CAPITAL THROUGH:-
|
NA
|
BUY BACK
|
NA
|
|
FORFEITURE
|
NA
|
|
D
|
A+B-C
|
1,00,000
|
*Note: - During
the year under review, the Board of Directors of the Company in their meeting
held on __________________, 2017 passed a resolution for issuing
______________________ Equity shares by way of_____________________ at the rate
of Rs. _________ Each. (NOT APPLICABLE)
(ABC) (DEF)
(Director) (Director)
(DIN-XXXXX78) (DIN-XXXXX78)
Date:
01.09.2018
Place: GURGAON
"On the Letter Head"
ATTENDANCE SHEET OF AGM
ATTENDENCE
TAKENAT THE _________ ANNUAL GENERAL MEETING OF THE COMPANY HELDON 29.09.2018
AT THE REGISTERED OFFICE OF THE COMPANY AT
___________________________________________________________________ AT 11:00
A.M.
NAME OF SHAREHOLDER
|
SIGNATURE AS
|
|
RECEIVED NOTICE
|
PRESENT AT THE MEETING
|
|
"On the Letter Head"
REGISTER
OF SERVICE OF NOTICE OF AGM
SERVICE OF NOTICE
OF _________ ANNUAL GENERAL MEETING OF THE COMPANY HELDON 29.09.2018 AT THE
REGISTERED OFFICE OF THE COMPANY AT ___________________________________________________________________
AT 11:00 A.M.
Name of Member
|
Mode of Service of Notice
|
Signature as Received the Notice
|
By Hand
|
||
By Hand
|
||
By Hand
|
"On the Letter Head"
BRIEF
CHECKLIST FOR ANNUAL FILING FOR THE YEAR ENDED 31.03.2017
1.
Bifurcation of remuneration, (if any)
received by the Directors for the financial year ended on 31.03.2018.
Name of Director
|
TOTAL
|
||||
Remuneration Received(in INR)
|
2. Details of Related Party
Transaction held during the financial year ended on 31.03.2018 as under:
S.No.
|
Name(s) of the related party and nature of relationship
|
PAN
|
Nature of contracts/arrangement/transactions
|
Salient
features/ Justification/ Total Value, if any:
|
1.
|
||||
2.
|
||||
3.
|
3. If turnover exceeds Rs.1
crore, attach cash flow statement and 3CD/ 3CA papers.
4. Foreign
Exchange Earnings and Outgo:
Whether company has received any income from foreign exchange or made any
expenditure in foreign exchange during the financial year. (If so, tick
whichever is applicable)
Particulars
|
Foreign Exchange Earnings
|
Foreign Exchange Outgo
|
Export/Import
|
||
Interest and Dividend
|
||
Royalty
|
||
Technical Know How
|
||
Professional and Consultation Fees
|
||
Other Income/Expenses
|
5. Please confirm whether any
Penalty/Prosecution due against Company/its Director or any other official. (if
so, provide the details of such penalties/prosecutions)
Date:
DISCLAIMER- This write up is based on the understanding and
interpretation of author and the same is not intended to be a professional
advice.
by CS Shubham Katyal
shubhamkatyal37@gmail.com
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