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Annual compliances as per companies act, 2013

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MGT-7 (Annual Return), Board Report, MGT-9 (extract Of Annual Return), AOC-2, Foreign exchange inflow and outgo Formats

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Annual compliances as per companies act, 2013

  1. 1. Vi) Town / City State Pin Code 6. Guarantee Company 7. Limited by shares 8. Unlimited Company 9. Company having share capital 10. Company not having share capital 11. Company Registered under Section 8 Country Name Country Code Telephone (With STD Area Code No.) Fax Number Email Address Website Name of the Police Station having jurisdiction where the registered office is situated Address for correspondence, if different from address of registered office: Registrar & Transfer Agents ( RTA ):- Address Town / City State Pin Code: Telephone (With STD Area Code Number) Fax Number : Email Address Name and Address of Registrar & Transfer Agents (RTA):- Full address and contact details to be given: v) Vii) Rule 11(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) ii) Form No. MGT-7 ANNUAL RETURN As on the financial year ended on 31/03/2015 Of ……………………………..Pri ate Li ited [Pursuant to Section 92(1) of the Companies Act, 2013 And CIN: Foreign Company Registration Number/ GLN Registration Date [DD/MM/YY] Category of the Company [Pl. Tick] 1. Public Company 2. Private Company Vi) iii) [Please tick whichever are applicable] Sub Category of the Company NAME AND REGISTERED OFFICE ADDRESS OF COMPANY: Company Name Address Whether shares listed on recognized Stock Exchange(s) If yes, details of stock exchanges where shares are listed 30th September, 2015AGM details- Whether e te sio of AGM as gra ted – Yes / No. If es, provide reference number, date of approval letter and the period up to which extension granted) If Annual General Meeting was not held, specify the reasons for not holding the same 1. Government Company 2. Small Company 3. One Person Company 4. Subsidiary of Foreign Company 5. NBFC CS SHALU SARAF
  2. 2. III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES [No. of Companies for which information is being filled] At the end of the year 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) NIC Code of the Product/ service Total Authorized Capital at the beginning of the year Changes during the year (Decrease) At the end of the year Preference Share :- S. N0 HOLDING/ SUBSIDIARY/ ASSOCIATE % to total turnover of the company 1 2 3 CIN/ GLN SN Name and Description of main products / services Class of Shares Total Nominal value of shares [Rs.] NAME AND ADDRESS OF THE COMPANY IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY i) Share Capital a) Authorized Capital- 1 No. of shares Equity Share :- 2 Nominal Value per share (Rs.) At the beginning of the year Changes during the year (Increase) Preference Share :- At the beginning of the year Changes during the year (Increase) Changes during the year (Decrease) Total Authorized Capital at the end of the year b) Issued Share Capital Total Nominal value of shares [Rs.] Changes during the year (Decrease) At the end of the year Unclassified Shares At the beginning of the year Changes during the year (Increase) Changes during the year (Decrease) At the beginning of the year Changes during the year (Increase) Nominal Value per share (Rs.) No. of sharesClass of Shares Equity Share :- At the beginning of the year Changes during the year (Increase) Changes during the year (Decrease) At the end of the year At the beginning of the year Changes during the year (Increase) Changes during the year (Decrease) At the end of the year Total Issued Share Capital at the beginning of the year Total Issued Share Capital at the end of the year Class of Shares Total Nominal value of shares [Rs.] Equity Share :- No. of shares c) Subscribed Share Capital Nominal Value per share (Rs.) CS SHALU SARAF
  3. 3. Number of shares Face value per share Fully-convertible ( for each type) At the beginning of the year Changes during the year (Increase/Converted) At the end of the year Total Amount of Debentures At the beginning of the year Changes during the year (Increase/Redemption/Converted) At the end of the year No. of Debentures Nominal Value per Debentures (Rs.) ii) Debentures SN 1 2 Class of shares After split / Consolidation Type of Debentures Non-convertible ( for each type):- At the beginning of the year Changes during the year (Increase/Redemption) At the end of the year Partly-convertible ( for each type) At the beginning of the year Changes during the year (Increase/Redemption) At the end of the year Before split /consolidation Total Nominal value of Debentures [Rs.] d) (i) Paid Up Share Capital- Total Subscribed Share Capital at the end of the year Changes during the year (Decrease) At the end of the year Total Subscribed Share Capital at the beginning of the year At the end of the year Preference Share :- At the beginning of the year Changes during the year (Increase) Class of Shares Equity Share :- At the beginning of the year Changes during the year 1. Increase i. Public Issue ii. Private Placement / Preferential Allotment iii. ESOS iv. Sweat Equity . Co e sio – P ef. sha es / De e tu es vi. Conversion into equity No. of shares Total Nominal value of shares [Rs.] Nominal Value per share (Rs.) At the end of the year Total Paid Up Share Capital at the beginning of the year Total Paid Up Share Capital at the end of the year d) (ii) Details of stock split / consolidation during the year (for each class of shares):- vii. GDR / ADR iii. Othe s, please spe if …………. 2. Decrease i. Buy-back ii. Forfeiture iii. Re-issue of forfeited shares iv. Reduction v. Others, please specify CS SHALU SARAF
  4. 4. No. of Securities DEMAT Physical Total % of Total Shares DEMAT Physical Total % of Total Shares No. of Shares held at the beginning of the year [As on 31-March-2014] d) Bodies Corp. e) Banks / FIs f) Any other Total shareholding of Promoter (A) Category of Shareholders 2) Decrease-Premium on redemption At end of the year Total securities premium at the Beginning of the year Change during the year Increase Decrease Total securities premium at the end of the year % Change during the year A. Promoters B. Public Shareholding (1) Indian Total Premium [Rs.]Premium per unit [Rs.] i. Public Issue ii. Private Placement / Preferential Allotment iii. ESOS i . Co e sio – P ef. sha es / De e tu es v. Conversion into equity vi. GDR / ADR ii. Othe s please spe if …………. 2. Decrease i) Utilization for issue of bonus shares ii …………………………….. iii ……………………………… At the end of the year Premium on other Securities At the beginning of the year No. of Securities Changes during the year I ease –F esh issue Class of Securities on which premium received Premium on Equity [specify for each type ] At the beginning of the year Changes during the year 1. Increase Nominal Value of each Unit (Rs.) Total Nominal Value (Rs.) Paid up Value of each Unit (Rs.) Total Paid up Value (Rs.) iii) Other Securities- Type of Securities iv) Securities Premium Account- V. Turnover and net worth of the company (as defined in the Act) Net worth of the Company: - Net worth at the end of the financial year: Rs. VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding (i) (ii) Turnover: - Turnover at the end of the financial year: Rs. a) Individual/ HUF b) Central Govt. c) State Govt.(s) No. of Shares held at the end of the year [As on 31- March-2015] CS SHALU SARAF
  5. 5. No. of Shares % of total Shares of the company % of Shares Pledged/ encumbere d to total shares No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares g) FIIs B) Shareholding of Promoter- 1 2 SN Shareholder’s Na e Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding during the year i) Other (specify) Sub-total (B)(1):- a) Bodies Corp. i) Indian ii) Overseas a) Mutual Funds b) Banks / FI c) Central Govt. d) State Govt. (s) e) Venture Capital Funds f) Insurance Companies 1. Institutions ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Other (specify) Non Resident Indians Overseas Corporate Bodies Foreign Nationals Clearing Members Trusts Foreign Bodies - DR Sub-total (B)(2):- h) Foreign Venture Capital Funds b) Individuals i) Individual shareholders holding nominal share capital up to Rs. 1 lakh Grand Total 2. Non-Institutions Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs CS SHALU SARAF
  6. 6. No. of shares No. of shares No. of shares No. of shares No. of shares No. of shares DepositsUnsecured Loans * 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) Secured Loans excluding deposits % of total shares of the company Particulars 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 Total Indebtedness Shareholding of each Directors and each Key Managerial Personnel SN % of total shares of the company % of total shares of the company At the end of the year E) Shareholding of Directors and Key Managerial Personnel: F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment 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 Shareholding at the beginning of the Cumulative Shareholding during the year % of total shares of the company C) Cha ge i Pro oters’ Shareholdi g please spe if , if there is o ha ge SN For Each of the Top 10 shareholders 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.): % of total shares of the company % of total shares of the company VII) DETAILS OF MEMBERS, DEBENTURE HOLDERS AND OTHER SECURITIES HOLDER Shareholding at the beginning of the year Cumulative Shareholding during the yearParticularsSN 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): Shareholding at the beginning of the year Cumulative Shareholding during the year CS SHALU SARAF
  7. 7. Name Country of Incorporation Address of Registered Office Individual/s Full Name Nationality Address Country : Date of closure of previous financial year Date of Registration of Transfer of Shares Type of Security Number of Shares Nominal Value (each in Rs.) Ledger Folio of Transferor: T a sfe o ’s Na e Ledger Folio of Transferee: T a sfe ee’s Na e Date of becoming a member/ other security holder:- Address : Town/City : District : State : Status: Share/ De e ture Holder/ Other se urit holder’s full Na e: Father’s/ Mother’s/ Spouse’s Na e Joi t Holder’s Full Na e Type of Share/ Debenture/ other security Number of Share/ Debentures/ Other securities held Amount per Share/ other security (in Rs.) Date of becoming a member/ other security holder:- Address : Town/City : District : State : Country : Ledger Folio of Share/ Debenture Holder/ Other security holder- Share/ De e ture Holder/ Other se urit holder’s full Na e: Joi t Holder’s Full Na e Type of Share/ Debenture/ other security Number of Share/ Debentures/ Other securities held Amount per Share/ other security (in Rs.) Ledger Folio of Share/ Debenture Holder/ Other security holder- VIII) Details of shares / debentures transfers since the close of last financial year [or in the case of the first return at any time since the incorporation of the Company.) IX) PROMOTERS/DIRECTORS / KEY MANAGERIAL PERSONNEL AND CHANGES THEREIN [Desig atio : - P- P o ote , C – Chai a , CMD- Chai a u Ma agi g Di e to , CW-Chai a u Whole ti e Di e to , W –Whole Ti e Di e to , CS –Co pa Se eta , M –Ma age , D –Di e to , MD – Ma agi g Di e to , CEO-Chief E e uti e Offi e , CFO-Chief Fi a ial Offi e ] [Category: - I- Independent, N- Nominee, A- Alternate, ED-Executive Director, NED- Non- Executive Director] 1) Promoter: Father’s/ Mother’s/ Spouse’s Na e CS SHALU SARAF
  8. 8. No. of Directors No. of Directors Type of Company* Designation ** % of total Number of Directors DIN: - Full Name: Father’s/ Mother’s / Spouse’s Na e Nationality- Date of Birth : Designation: Category:- Occupation Email-id:- No. of Equity Shares held in the Company:- Name of the Company CIN of the Company Date of Appointment Date of Cessation Total ( A+B+C+) % of total Number of Directors Category Sub-total (B) C. Nominee Directors 2) Details of Directors: i) Composition of Board of Directors At the end of the yearAt the beginning of the year A. Promoter i) Executive Directors ii) Non-Executive Directors Sub-total (A) B. Non-Promoter i) Executive Directors ii) Non-Executive Directors & Independent Directors iii) Non-Executive & non-Independent Directors ii) Details of Individual Directors i) representing lending institution/ banks ii) representing investing institutions iii) representing Gov iv) representing small share holders v) Others, if any Sub-total (C) Details of Directorships in other companies and changes therein Date of Appointment Date of Ceasing: Residential Address: Town / City : District : State : Pin Code : CS SHALU SARAF
  9. 9. Type of Company* Designation ** Residential Address: Town / City : District : State : Pin Code : DIN/PAN / UIN/ PASSPORT NO Full Name: Fathe ’s/ Mothe ’s / Spouse’s Na e Nationality- Date of Birth : Designation: Date of Appointment Date of Ceasing: Full Name: Father’s/ Mother’s / Spouse’s Na e Nationality- Date of Birth : Designation: Category:- Occupation Email-id:- No. of Equity Shares held in the Company:- Date of Appointment Date of Ceasing: Residential Address: Town / City : District : State : Pin Code : DIN: - 3] Key Managerial Personnel: i) Managing Director / CEO / Manager/Whole time director * Listed Co pa -L, U listed Pu li Co pa -U, P i ate Co pa -P, OPC –O ** C – Chai a , CMD- Chai a u Ma agi g Di e to , CW-Chai a u Whole ti e Di e to , W –Whole Ti e Di e to , D –Di e to , MD – Ma agi g Di e to , ED- E e uti e Di e to , NED- No -E e uti e Di e to , AD- Alte ate Di e to Details of Directorships in other companies and changes therein Name of the Company CIN of the Company Date of Appointment Date of Cessation CS SHALU SARAF
  10. 10. Number iv) Others: iii) Chief Financial Officer DIN/PAN / UIN/ PASSPORT NO Full Name: Fathe ’s/ Mothe ’s / Spouse’s Na e Nationality- Date of Birth : Designation: Type of meeting Date of meeting Annual General Meeting [AGM] Extra-Ordinary General Meeting [EOGM] Class Meeting NCLT/ Court Requisitioned Membership No. X. MEETINGS OF MEMBERS/ CLASS OF MEMBERS/ BOARD/ COMMITTEES OF THE BOARD OF DIRECTORS A. MEMBERS/ CLASS/ REQUISITIONED/ NCLT/ COURT CONVENED MEETING: Total Number of Members entitled to attend meeting Attendance % of total shareholding Date of Ceasing: Residential Address: Town / City : District : State : Pin Code : DIN/PAN / UIN/ PASSPORT NO Full Name: Fathe ’s/ Mothe ’s / Spouse’s Na e Nationality- Date of Birth : Designation: Date of Appointment Date of Ceasing: Residential Address: Town / City : District : State : Pin Code : Membership No. Date of Appointment DIN/PAN / UIN/ PASSPORT NO Full Name: Fathe ’s/ Mothe ’s / Spouse’s Na e Nationality- Date of Birth : Designation: Date of Appointment Date of Ceasing: Residential Address: Town / City : District : State : Pin Code : Membership No. ii) Company Secretary CS SHALU SARAF
  11. 11. No of Meeting Held No. of Meeting attended % of attendance No of Meeting Held No. of Meeting attended % of attendance ----- ---- ---- --- 1 4 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Total (A) Ceiling as per the Act Total Amount (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Stock Option Sweat Equity Commission - as % of profit - othe s, spe if … Others, please specify XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager: SN 2 3 Name of MD/WTD/ Manager 5 Particulars of Remuneration Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Committee Meetings (Taking all the Committee Meetings together of which a Director is a member Whether attended last AGM held on... (Y/N) Name of the DirectorS. No. Board of Meetings No. of Committees Name of the Committee D. ATTENDANCE OF DIRECTORS No. of Directors attended % of Attendance S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended B. BOARD MEETINGS: C. COMMITTEE MEETINGS S. No. Date of meeting Total No. of Directors on the Date of % of Attendance CS SHALU SARAF
  12. 12. ----- ---- ---- --- CEO CS CFO Total Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details) XIII. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES Penalty Punishment Compounding Type A. COMPANY: Penalty Punishment Compounding B. DIRECTORS: Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT: XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: 1 4 2 3 5 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 Stock Option Sweat Equity Commission - as % of profit Othe s, spe if … Others, please specify Total SN Particulars of Remuneration Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act 1 2 Particulars of RemunerationSN Independent Directors Fee for attending board committee meetings Commission Others, please specify Total (1) Other Non-Executive Directors Fee for attending board committee meetings Commission Others, please specify Name of Director Total Amount Key Managerial Personnel B. Remuneration to other directors C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD CS SHALU SARAF
  13. 13. Date Of The Event Due date for filing/ compliance Date of Filing SRN/ SR compliance Concerned with Authority (ROC/ NCL/ Court) Name of FIIs Address Country Of Incorporation Registration No. with SEBI/ RBI % of share holding 7 XIV. Details i respe t of shares held or o ehalf of the FII’s. 6 Number of votes cast For Against Brief Particulars of resolutionDetails of resolutions passed by postal ballot 5 Contracts or arrangements in which directors are interested/ related party transactions Name of the director / related party Date of disclosure of interest Date of contract / arrangement Brief particulars of the contract /arrangement RemarksParticulars of inter- corporate loans, investments, etc. Name of the body corporate Aggregate amount of loans, investments during the year (for each body corporate) Relation with such body corporate (whether it is holding, subsidiary or associate) Delisting of Shares / Securities, if any Name of Stock Exchange from where it is delisted Date of Delisting Remarks3 4 Date of ChangeNominal Value per share after Change Nominal Value per share before Change Change in Nominal Value of Shares No. of Days for which Register of Members was closed Date of Public NoticePurposeDate of Closure of Register / Record Date Closure of Register of Members/Debenture Holders/other security holders 1 RemarksDividend Per SharePercentageDate of DeclarationDeclaration of Dividend2 B. DISCLOSURES A. CERTIFICATION OF COMPLIANCES Details of events / matters in respect of which the company was liable to file returns or comply with requisite provisions of the Companies Act and rules made hereunder;- Description of the Event/ Matter Reasons for delay, if anySection & Description CS SHALU SARAF
  14. 14. (f) Where the annual return discloses the fact that the number of members, except in case of a one person company, of the company exceeds two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to include in the reckoning the number of two hundred. (g) The Company continues to be a Private Company during the financial year. Certificate to be given only by One Person Company / Small Company) (h) The Company continues to be one Person Company / small company. Signed By- Notes:- 1. Under Section 92(1) of the Act, the Annual Return is to be signed both by a Director and a Company Secretary, or where there is no Company Secretary, by a Company Secretary in practice. 2. Under proviso to Section 92(1) of the Act, the Annual Return of a One Person Company and a Small Company shall be signed by the Company Secretary or where there is no Company Secretary, by a director of the company. 3. Under sub section (2) of Section 92 of the Act, the Annual Return of a listed company or by a company having such paid-up capital and turnover as may be prescribed shall also be certified by a company secretary in practice in the prescribed manner. Directors Company Secretary /Company Secretary in Practice Section 186(2) [loan and investment by company] 180(1)(c) [restrictions on powers board] Brief Description Limit (Rs.) (3) Disclosure of Directors:- · All the Directors have furnished notices in form 12.1 and additional disclosures, wherever applicable, during the year; · Each independent director has given a declaration that he meets the criteria of independence as provided in sub-section (6) of section 149. (4) The Company has duly appointed/re-appointed -----------Chartered Accountant as the Auditor of the Company at the annual general meeting held on----------------- We certify that: (a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately. (b) The whole of the amount of unpaid/ unclaimed dividend/other amounts as applicable have been transferred to the Investor Education and Protection Fund in accordance with section 125 of the Act. (c) The Company has maintained all the registers as per the provisions of the Act and the rules made there under and (d) Unless otherwise anything in contrary is stated expressly elsewhere in this Return, the Company has complied with the applicable provisions of the Act during the financial year. (Certificates to be given by Private Companies) (e) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in the case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for any securities of the company. a A ou t spe t the o pa du i g the fi a ial ea i pu sua e of its Co po ate So ial Respo si ilit poli – (b) The amount spent as percentage of the average net profits of the company made during the three immediately preceding financial years- (2) Limits under following sections of the Act:- (1) Corporate Social Responsibility:- XV. OTHER DISCLOSURES CS SHALU SARAF
  15. 15. To The Members, BOARD REPORT You Di e to s ha e pleasu e i su itti g thei …… A ual Repo t of the Co pa togethe ith the Audited State e ts of A ou ts fo the ea e ded st Ma h, ……… The Co pa ’s fi a ial pe fo a e fo the ea u de e ie alo g ith p e ious ea ’s figu es a e given hereunder: Profit available for appropriation Balance carried to Balance Sheet Profit before Financial Expenses, Preliminary expenses, Depreciation and Taxation Add: Balance brought forward Less: Financial expenses Operating profit before Preliminary expenses, Depreciation & Taxation Less: Depreciation & Preliminary expenses written off Profit before Taxation PARTICULARS Sales for the year Other Income Total Income YEAR ENDED 31.03.2015 YEAR ENDED 31.03.2014 1. Financial Summary or performance of the company: Less : Provision for Taxation Current Tax Deferred Tax Profit after Taxation Add: Charge pursuant to the adoption of revised Schedule II Add: Charge on account of transitional provisions under AS 15 2. Transfer to reserves The Company has not transferred any amount to reserves. Earning per share (Basic) Earning per Share (Diluted) Amount transfered to General Reserve CS SHALU SARAF
  16. 16. You Di e to s a e pleased to e o e d a di ide d of Rs…pe sha e agg egati g to Rs…..pe sha e for the current financial year. The dividend if approved and declared in the forthcoming Annual Ge e al eeti g ould esult a Di ide d outflo of Rs………a d di ide d Dist i utio Ta of Rs…… agg egati g a total outflo of Rs………….. No Dividend was declared for the current financial year due to conservation of Profits/ due to loss incurred by the Company / due to insufficient profit. 4. 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 fi a ial ea …………is due fo e itta e o …………..to the I esto Edu atio a d P ote tio Fu d 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. 3. DIVIDEND I the o th of …………the Co pa de la ed a I te i Di ide d of Rs……pe sha e. You Di e to s a e pleased to e o e d a fi al di ide d of Rs……pe sha e agg egati g to Rs…..pe sha e oth inclusive interim and final) for the current financial year. The dividend if approved and declared in the fo th o i g A ual Ge e al eeti g ould esult a total Di ide d outflo of Rs………a d Di ide d Dist i utio Ta of Rs…… agg egati g a total outflo of Rs………….. Or The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. 5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS 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 Or Or Or d. Future Prospects including constraints affecting due to Government policies 6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statements relate on the date of this report Or The following material changes and commitment occurred during the year under review affecting the financial position of the Company. CS SHALU SARAF
  17. 17. 7. 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 of the Co pa ies A ou ts Rules, is fu ished i A e u e…….a d is atta hed to this report. Or 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. Or The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. The total Fo eig E ha ge I flo as Rs…………….a d Outflo as Rs…………………..du i g the ea u de review. Or The Company does not have any Risk Management Policy as the elements of risk threatening the Co pa ’s e iste e is e i i al. 9. DETAILS OF POLICY 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. Or The Company has developed and implemented the following Corporate Social Responsibility initiatives during the year under review. 8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY 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. d. The A ual Repo t o Co pa ’s CSR a ti ities of the Co pa is fu ished i A e u e…. a d attached to this report. Or 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 finalizing this report as the time was too short to identify suitable projects for spending the same. CS SHALU SARAF
  18. 18. There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. 11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 is fu ished i A e u e…..a d is atta hed to this epo t. Or 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. 12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS 10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 The particulars of Loans, guarantees or investments made under Section 186 is furnished in Annexure …..A d is atta hed to this epo t. Or The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors and the Practicing Company Secretary in their respective reports are fu ished A e u e …. A d …. A e atta hed to this epo t. Or The explanations /comments made by the Board relating to the qualifications, reservations or adverse e a ks ade the Audito s i thei epo t a e fu ished A e u e …. A d is atta hed to this epo t. There was no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report. There was no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report in not applicable to the Company. Or There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports. Or The explanations /comments made by the Board relating to the qualifications, reservations or adverse e a ks ade the Audito s i thei epo t a e fu ished A e u e … a d is atta hed to this epo t. The provisions relating to submission of Secretarial Audit Report in not applicable to the Company. Or CS SHALU SARAF
  19. 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. Or (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 the 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; and (e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. - Not applicable to Private Limited Company. The Co pa ’s Poli elati g to appoi t e t of Di e to s, pa e t of Ma age ial e u e atio , Di e to s’ ualifi atio s, positi e att i utes, i depe de e of Di e to s a d othe elated atte s as p o ided u de Se tio of the Co pa ies A t, is fu ished i A e u e …. A d is atta hed to this report 14. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Co pa ies Ma age e t a d ad i ist atio Rules, is fu ished i A e u e ….. A d is atta hed to this Report. 15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Co pa had ……Boa d eeti gs du i g the fi a ial ea u de e ie . 16. DIRECTORS RESPONSIBILITY STATEMENT Internal financial control means the policies and procedures adopted by the Company for ensuring the o de l a d effi ie t o du t of its usi ess i ludi g adhe e e to Co pa ’s poli ies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. (f) 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. In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby su it its espo si ilit State e t:— CS SHALU SARAF
  20. 20. S.NO. a) b) 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. Or The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company. 19. DIRECTORS There was no Director who got re-elected/ re-appointed during the year under review M .……………… ho as appoi ted as Additio al Di e to o …………….a d holds the said offi e till the date of the Annual General Meeting. A notice has been received from a member proposing his candidature for his reappointment. Or M .……………a d M .…………………. eti e at this A ual Ge e al Meeti g a d ei g eligi le offe themselves for reelection. 20. DECLARATION OF INDEPENDENT DIRECTORS AMOUNT (IN RS.)PARTICULARS a) Amount accepted during the year 18. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. Or The details of deposits accepted/renewed during the year under review are furnished hereunder 17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company. Or The details of financial performance of Subsidiary/ Joint Venture/Associate Company is furnished in A e u e …. A d atta hed to this epo t. ii) maximum during the year iii) at the end of the year c) 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 CS SHALU SARAF
  21. 21. 21. STATUTORY AUDITORS M/s __________________, Cha te ed A ou ta ts, ……………… e e appoi ted as Statuto Audito s fo a pe iod of ………. ea s i the A ual Ge e al Meeti g held o ………… Thei o ti ua e of appointment and payment of remuneration 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. 22. RISK MANAGEMENT POLICY b. c. The a o e o positio of the Audit Co ittee o sists of i depe de t Di e to s iz., M .……………… a d M .………….. Who fo the ajo it ? 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. 24. SHARES a. BUY BACK OF SECURITIES The Statement showing the details regarding the development and implementation of Risk Ma age e t Poli of the Co pa is fu ished i A e u e…. a d atta hed to this epo t. The isk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. 23. 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. Or The Audit Co ittee o sists of the follo i g e e ’s a. The Co pa has ought a k …………..e uit sha es of Rs…..ea h fo a total o side atio of Rs……………i a o da e ith the p o isio s of Se tio of the Co pa ies A t, ead ith Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014. The said buy back of shares o stituted ……% of the total paid up Capital a d f ee ese es. Or The Company has not bought back any of its securities during the year under review. CS SHALU SARAF
  22. 22. The Company has not issued any Sweat Equity Shares during the year under review. c. BONUS SHARES The Co pa has issued ……sha es of Rs………as Bo us Sha es to the e isti g sha eholde s of the Co pa i the p opo tio of …….sha e fo e e …….sha es held i a o da e ith the p o isio s of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies(Share Capital and Debentures), Rules 2014. Or No Bonus Shares were issued during the year under review. d. EMPLOYEES STOCK OPTION PLAN b. SWEAT EQUITY The Co pa has issued ……….E uit of Sha es of Rs…..ea h as S eat E uit i a o da e ith the provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014 Or Director Director Date: Place: The Co pa had issued ……….E uit Sha es of Rs. /- agg egati g to Rs……………u de the E plo ees Stock Option Plan during the year under review. Or The Company has not provided any Stock Option Scheme to the employees. 25. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS CS SHALU SARAF
  23. 23. 1. 2. 3. 4. 5. 6. 7. S. No. 1 2 3 S. No. 1 2 3 Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares Name and Description of main products/ services NIC Code of the Product/ service % to total turnover of the company c) State Govt(s) d) Bodies Corp. e) Banks / FI f) Any other Total shareholding of Promoter (A) A. Promoter s (1) Indian a) Individual/ HUF b) Central Govt e) Venture Capital Funds B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) 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] Category of Shareholders % Change during the year IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding Name and Description of main products/ services III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- % to total turnover of the companyNIC Code of the Product/ service I. REGISTRATION & OTHER DETAILS: Name of the Company Category/Sub-category of the Company Address of the Registered office & contact details 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) FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2015 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014. Whether listed company Name, Address & contact details of the Registrar & Transfer Agent, if any. CIN Registration Date CS SHALU SARAF
  24. 24. B) Shareholding of Promoter- No. of Shares No. of Shares 1 2 3 4 5 6 7 8 9 10 % of total Shares of the company C. Shares held by Custodian for GDRs & ADRs ii) Overseas f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Grand Total (A+B+C) Foreign Nationals Clearing Members Trusts Foreign Bodies - D R Sub-total (B)(2):- Total Public Shareholding (B)= (B)(1)+ (B)(2) 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 Sub-total (B)(1):- 2. Non- Institutions a) Bodies Corp. i) Indian % change in shareholding during the year Shareholding at the end of the year % of Shares Pledged/ encumbered to total shares % of Shares Pledged/ encumbered to total shares Shareholding at the beginning of the year C) Cha ge i Pro oters’ Shareholdi g (please specify, if there is no change) SN % of total Shares of the company Shareholding at the beginning of the year % of total shares of the company Cumulative Shareholding during the year No. of sharesNo. of shares % of total shares of the company SN CS SHALU SARAF
  25. 25. Total Indebtedness ----- ---- ---- --- 2 3 4 5 Commission Change in Indebtedness during the financial year Ceiling as per the Act Others, please specify Total (A) SN Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares of the company No. of shares % of total shares of the company D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs): E) Shareholding of Directors and Key Managerial Personnel: SN Shareholding of each Directors and each Key Managerial Personnel At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase bonus/ sweat equity etc.): /decrease (e.g. allotment /At the end of the year V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. Shareholding at the beginning of the year % of total shares of the company Cumulative Shareholding during the year % of total shares of the company No. of shares No. of shares * Addition * Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid 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) DepositsUnsecured Loans VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Particulars of RemunerationSN. 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 Stock Option Sweat Equity iii) Interest accrued but not due Total (i+ii+iii) Secured Loans excluding deposits CS SHALU SARAF
  26. 26. ----- ---- ---- --- CEO CS CFO Total 2 3 4 5 Authority [RD/ NCLT/ COURT] Other Non-Executive Directors Fee for attending board committee meetings Total AmountName of DirectorsParticulars of Remuneration B. Remuneration to other directors SN. 1 2 Independent Directors Fee for attending board committee meetings Commission Others, please specify Total (1) Total VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD Commission Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act (b) Value of perquisites u/s 17(2) Income- tax Act, 1961 Others, please specify - as % of profit othe s, spe if … Commission Sweat Equity (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 Stock Option (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Gross salary Penalty Punishment Compounding Section of the Companies Act Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Type A. COMPANY Details of Penalty/ Punishment/ Compounding fees imposed Brief Description Penalty Punishment Key Managerial PersonnelSN 1 Particulars of Remuneration Appeal made, if any (give Details) CS SHALU SARAF
  27. 27. SL. No. a) b) c) d) e) f) g) h) SL. No. a) b) c) d) e) f) For shall e sig ed the people ho ha e sig ed the Board’s Report. Salient terms of the contracts or arrangements or transaction including the value, if any Date of approval by the Board Amount paid as advances, if any Name (s) of the related party & nature of relationship Nature of contracts/arrangements/transaction Duration of the contracts/arrangements/transaction Amount paid as advances, if any Date on which the special resolution was passed in General meeting as required under first proviso to section 188 . Details of o tra ts or arra ge e ts or tra sa tio s at Ar ’s le gth asis. DetailsParticulars Salient terms of the contracts or arrangements or transaction including the value, if any Justification for entering into such contracts or arrangements or t a sa tio s’ Date of approval by the Board Name (s) of the related party & nature of relationship Nature of contracts/ arrangements/ transaction Duration of the contracts/ arrangements/ transaction 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. . Details of o tra ts or arra ge e ts or tra sa tio s ot at Ar ’s le gth asis. DetailsParticulars CS SHALU SARAF
  28. 28. (iii) the capital investment on energy conservation equipments: NIL (B) Technology absorption- (i) the efforts made towards technology absorption: NIL (ii) the benefits derived like product improvement, cost reduction, product development or import substitution: NIL ANNEXURE – A Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) the Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors (A) Conservation of energy- (i) the steps taken or impact on conservation of energy: NIL (ii) the steps taken by the company for utilising alternate sources of energy: NIL Total Foreign Exchange used: (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- : NIL (iv) the expenditure incurred on Research and Development: NIL (C) Foreign exchange earnings and Outgo- The Co pa ’s ai li e of usi ess is a ufa tu i g a d e po ti g studded gold Je elle . The Company has achieved Export Turnover of `12237.10 lakhs during the year under report 2014-2015, as compared to `13129.65 lakhs in the previous year, 2013-2014. (`in Lakhs) 2013-20142014-2015Particulars Total Foreign Exchange Received (F.O.B. Value of Export) i) Raw Materials ii) Consumable Stores iii) Capital Goods iv) Foreign Travels v) Others CS SHALU SARAF

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