Draft Notice of First Annual General Meeting & Director’s Report

As per Provisions of Companies Act, 2013

(For the Private Companies (Other than Small Companies & OPC)

This is for your information:

MCA has amended Companies (Accounts) Rules, 2014, these rules called Companies (Accounts) Amendment Rules, 2018.

MCA has came up with new rule 8A on 31st July, 2018 with Abridged form of Directors report disclosure and prescribed separate bunch of disclosures for Small Company and One Person Company (OPC).

Key points related to AGM of the Company :

1. As per Section 96(1) of Companies Act, 2013, first annual general meeting shall be held within a period of nine months from the date of closing of the first financial year of the company and subsequent within a period of six months, from the date of closing of the financial year.

Registrar may, for any special reason, extend the time within which any annual general meeting, other than the first annual general meeting, shall be held, by a period not exceeding three months.

2. Time & Day of AGM : Every annual general meeting shall be called during business hours, that is, between 9 a.m. and 6 p.m. on any day that is not a National Holiday.

3. Venue of AGM :shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situated.

(AGM  of an unlisted company may be held at any place in India if consent is given in writing or by electronic mode by all the members in advance – As per Companies Amendment Act, 2017 w.e.f. 13.06.2018) 

Link of the notification : https://taxguru.in/company-law/mca-notifies-5-section-of-companies-amendment-act-2017-wef-13-06-2018.html 

4. Notice of AGM (Section 101 (1)): A general meeting of a company may be called by giving not less than clear 21 days notice either in writing or through electronic mode in such manner as may be prescribed.

5. Statement to be Annexed to Notice (Section 102 (1)): A statement setting out the following material facts concerning each item of special business to be transacted at a general meeting, shall be annexed to the notice calling such meeting.

NOTICE

(On the Letterhead of the Company)

 Notice is hereby given that the 1st Annual General Meeting of the members of ………………………….. PRIVATE LIMITED (Name of the Company) will be held on …………. (day), ……………………… (Date) at ……………………………….. (Address of the  AGM venue), Registered office of the Company, at ………….. (Time)  AM/PM  to transact the following business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended ……………………………. (generally its 31st March, 2017) together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby appoints ………………… (Name of the Firm) (FRN: ………………..), Chartered Accountants, New Delhi, as Statutory Auditors of the Company in the ensuing Annual General Meeting (AGM) till the conclusion of Sixth consecutive AGM of the company (subject to ratification by the shareholders) at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

By order of the Board

For ………………………………..  PRIVATE LIMITED

…………………(Name of the Director)

Director

DIN: ……………………………

……………………….. (Address of the Director)

Date: …………………

Place: ………………..

NOTES:

1. Relevant documents with respect to business transactions can be inspected at the Registered Office of the Company.

2. A person entitled to attend the meeting is also entitled to appoint the Proxy to attend and vote at the meeting instead of himself. A proxy need not be the Member of the Company.

3. Pursuant to the Provisions of sections 105 of Companies Act, 2013 read with the applicable rules thereon, person can act as proxy on behalf of the members not exceeding Fifty and holding in aggregate not more than 10% of the share capital of the Company carrying voting rights, may appoint a single person as Proxy, who shall not act as Proxy of any other Member.

4. Proxy form in order to be valid must be lodged with the Company at least 48 hours before the Commencement of the meeting.

 5. Road Map:

Should be attached.

DIRECTOR’S REPORT

Note :

This Director Report is prepared – in case Company is newly incorporated and is yet to commence its business activities.

Dear Shareholders,

Your Directors have pleasure in presenting the 1st Annual Report of the company, together with the Audited Accounts for the financial year ended …………… (generally, 31 March 20…).

1. FINANCIAL RESULTS

Your Company is a newly incorporated Company and it has been only ……………. …………….(3) months of its Incorporation. The company is yet to commence its business activities. The Company is in its initial stage where the expenses forms the major part of Profit and Loss a/c. Thereby, there is loss of Rs. …………………

Your Directors feel happy to inform you that the Company’s business activities shall commence soon.

(Note: To check – Balance Sheet)

2. DIVIDEND

Due to losses, the company does not propose any dividend during the current year.

(Note: To check with Balance Sheet)

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

Since the Company has incurred a loss of Rs. ………………… there are no amount transferred to reserves.

4. FRAUD

Company did not note or encountered any incidence or indication for existence of fraudulent activities in Company during the financial year ………………………..

5. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF AUDIT REPORT

There were no significant material changes and commitments that have occurred between the date of the balance sheet and the date of the audit report.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS /COURTS/ TRIBUNALS

There are no significant and material orders passed by Regulators/Court/Tribunals against the company.

7. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

Company do not have any Subsidiary/ Joint Venture and Associates of the Company.

(Note:  To Check – Balance Sheet)

8. DEPOSITS

The Company has not accepted any deposit falling within the purview of Section 73 of the Companies Act, 2013 read with rules made thereunder.

(Note:  To Check –  Balance Sheet)

9. STATUTORY AUDITORS

…………………………. (Name of the firm), Chartered Accountants, ……………. was appointed as First Auditor of the Company in the first board meeting of the company to hold the office of the Statutory Auditors of the Company from the conclusion of first Board Meeting until the conclusion of the ensuing Annual General Meeting and to conduct the Statutory Audit for the period ended ………………………….  (generally 31st March, 201…) on such remuneration as may be fixed by the Board of Directors of the Company in consultation with the Auditors.”

In the ensuing AGM, …………………………. (name of the firm), Chartered Accountants, …………….. (FRN: ……………….) is appointed as Statutory Auditor of the company for a term of five years starting from the conclusion of this Annual General Meeting held until the conclusion of 6th consecutive Annual General Meeting of the Shareholders of the Company (subject to ratification at each Annual General Meeting). 

The Company has received a certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under section 141(3) of the Companies Act, 2013. The observations made by the auditors are self-explanatory and do not require any further clarification.

10. AUDITORS REPORT

The Auditor’s report is self-explanatory. There were no observations/qualifications made by the Auditors in the Audit Report.

(Note:  To Check – auditor report)

11. SHARE CAPITAL

During the financial year, there were no changes in the Share Capital of the Company.

(Note:  To Check –  Minutes of the Board Meeting and Balance Sheet)

12. ANNUAL REPORT

The Extract of Annual report of the company in Form MGT-9 has been annexed with this report.

Note : (only as opinion)

Whether MGT-9 is required for F.y. 2017-18 or not?

As per section 134, of Companies Act, 2013, Companies were required to prepare MGT-9 (extract of Annual Return) and such MGT-9 was required to be filed with Directors Report. However, this provision has been amended by Companies Amendment Act, 2017 w.e.f. 31.7.2018 i.e. as per notification dated 31st July, 2017 provision in relation to MGT-9 has been removed from Section 134 and a new provision has been added i.e. “the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed”. Therefore, one can opine that MGT-9 is not required to prepare by any Company if Directors Report approved in Board Meeting on or after 31st July, 2018

Link of Notification dated 31.07.2018 :  https://taxguru.in/company-law/mca-notifies-section-36-companies-amendment-act-2017.html

Link of the Companies Amendment Act, 2017 : https://taxguru.in/company-law/companies-amendment-act-2017-receives-presidents-assent.html

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

A) Conservation of Energy: Nil

B) Technology Absorption: Nil

C) Foreign Exchange earnings and outgo: Nil

The Company has no foreign exchange earnings and no outgo transactions of during the current financial year.

(Note:  To Check –  Balance Sheet and discuss with plant managers)

14. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR

During the year under review, there were no changes in the composition of Board of Directors of the Company.

(Note: Checked with minutes and MCA – ROC Forms filed during the period)

15. MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss business plan and strategies. The notice of Board meeting is given well in advance to all the Directors.

During the financial year ended ……………………………… the following were the dates on which Board of meetings were held:

Date(s) of Board Meeting 1 st (with in 30 days of Incorporation) Subsequent Meeting
No. of Director(s) Attended ———- ————

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

(Note:  To Check –  Minutes of the Meetings of Board of Directors)

16. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, there were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 and hence the said provision is not applicable.  Also, There were no guarantees and investments made by the Company.

(Note:  To Check – Minutes of the Meetings of Board of Directors, Statutory Registers)

17. CONTRACTS OR ARRAGNEMENTS WITH RELATED PARTIES

Your Company has not entered into related parties’ transactions, as per the Provision of the Section 188 of the Act.

(Note:  To Check – Minutes of the Meetings of Board of Directors, Statutory Registers)

18. MANAGERIAL REMUNERATION

No Managerial Remuneration has been paid to the directors of the company as per the provision of Companies Act, 2013. There is no employee who is withdrawing remuneration more than 60 Lacs per annum, more than 5 Lacs per month and more than remuneration of Managing Director or Whole Time Director.

(Note:  To Check – Minutes of the Meetings of Board of Directors, Statutory Registers)

19. RISK MANAGEMENT POLICY

The Company has no risk management policy and no formal committee is constituted for this purpose.

(Note:  To Check –  Minutes of the Meetings of Board of Directors)

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company do not fall under any criteria specified in sub-section (1) of section 135 of the Companies Act, 2013, it is not required to constitute a Corporate Social Responsibility (“CSR”) Committee.

(Note:  To Check –  Minutes of the Meetings of Board of Directors, Conditions under Section 135 of Companies Act, 2013 and Balance Sheet)

21. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your directors confirm that:

(i) In the preparation of the accounts for the financial year ended …………………….., the applicable Accounting Standards have been followed and there were no material departures from the Accounting Standards.

(ii) The directors have selected such accounting policies and applied them consistently and make judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the said financial year and of the profit and loss of the Company for the said financial year;

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the accounts for the year ended ………………………….. on a ‘going concern’ basis;

(v) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. DISCLOSURE PURSUANT TO SECTION 197 AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 OF COMPANIES ACT, 2013

There was no employee who was drawing salary more than the limits prescribed Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence no disclosure is required.

(Note:  To Check – Minutes of the Meetings of Board of Directors, Statutory Registers)

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 an 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

(Note:  To Check –  applicable provisions under Companies Act, 2013)

24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. The Company adopted Prevention of Sexual Harassment at Workplace Policy in the meeting of Board of Directors dated ………………………………

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(Note:  To Check –  Minutes of the Meetings of Board of Directors, Policies)

 25. ACKNOWLEDGEMENTS

Your company takes this opportunity to thank all the Shareholders and investors of the company for their continued support. Your directors wish to place on record their appreciation for the co-operation and support received from employees, staff and other people associated with the company and look forward for their continued support.

BY ORDER OF THE BOARD

FOR …………………………………… PRIVATE LIMITED                

 ………………. (Name)                        ………………. (Name)

……….. Director (Designation)     ……….. Director (Designation)
Din : ………………………                     Din : ………………………

Address :                                              Address :

Date: ……………………….

Place:…………………………

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