Format of Notice for Calling AGM and Board Report for Small and One Person Company for Period of Financial Year 2018-2019
On the request of stakeholders, I am attempting to issue format of ‘Notice for Calling AGM and Board’s Report for Small and One Person Company for period of Financial Year 2018-2019′, hopefully this would be given some help to our professional working and provide smooth working platform.
NOTICE FOR CALLING ANNUAL GENERAL MEETING
Notice is hereby given that the __th Annual General Meeting of the Company will be held on ____day, __September 2019 at _____ AM at the Registered Office of the Company situated at __________________________________, to transact the following businesses:-
A. ORDINARY BUSINESS:
1. To consider and adopt the Audited Financial Statements for the financial year ended 31st March, 2019 and the Reports of the Board of Directors and Auditors thereon and to consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:
“RESOLVED THAT the Directors’ Report and the Audited Balance Sheet as on year ended 31st March, 2019 and the Profit and Loss Accounts for the Year ended on 31st March, 2019 along with the Auditors’ Report thereon are hereby considered, approved and adopted.”
2. To appoint the Statutory Auditors of the Company to hold office from the conclusion of ensuing ___ Annual General Meeting until the conclusion of the ____ Annual General Meeting and to fix their remuneration and to pass with or without modification(s),the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, (including any re-enactment or modification thereto), and such other applicable provisions, if any, M/s. ________., Chartered Accountants, New Delhi with Firm Registration Number ________ be and are hereby appointed as the Statutory Auditors of the Company to hold Office from the conclusion of the ensuing __Annual General Meeting till the conclusion of the ___ Annual General Meeting, at a remuneration as may be mutually agreed upon between the Board and the aforesaid Auditors”
SPECIAL BUSINESS:
3. To approve the appointment of Mr. ———— — (DIN: —–) as a Director:
To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. ——— (DIN: ———), who was appointed as an Additional Director w.e.f ———– pursuant to the provisions of Section 161 of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company whose period of office will not be liable to determination by retirement of directors by rotation under the provisions of Section 152 of the Companies Act, 2013.”
BY ORDER OF THE BOARD
FOR _______ PRIVATE LIMITED
Date: ____/__/2019
Place: New Delhi
———————–
(Director)
DIN: ——-
——————–
NOTES:
1. A member entitled to attend and vote at the Annual general Meeting( hereinafter known “the Meeting”) is entitled to appoint a proxy to attend and vote on poll instead of himself / herself. The proxy need not be a member of the Company. A blank form of proxy is enclosed herewith and if intended to be used, it should be deposited duly filled-up at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent 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 a proxy for any other person or shareholder.
2. The Register of Directors and their shareholding, maintained u/s 170 of the Companies Act, 2013 and Register of Contracts or Arrangements in which Directors are interested maintained u/s 189 of the Companies Act, 2013 and all other documents referred to in the notice and explanatory statement, will be available for inspection by the members of the Company at Registered office of the Company during business hours 10:00 A.M. to 06:00 P.M. (except Saturday and Sunday) up to the date of Annual General Meeting and will also be available during the Annual General Meeting.
3. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.
4. 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.
5. 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.
6. 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.
7. Explanatory Statement as required under Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.
EXPLANATORY STATEMENT
[EXPLANATORY STATEMENT IN PURSUANT TO THE PROVISION OF SECTION 102 OF THE COMPANIES ACT, 2013]
SPECIAL BUSINESS:
Item No.3:
The Board of Directors, Mr. ———- was appointed as an Additional Director of the company on ———— under the provisions of Section 161 of the Companies Act, 2013 and will holds office upto the date of ensuing this Annual General Meeting. Mr. _____ is eligible for re- appointment and as such offers himself under the provisions of Section 160 of the Companies Act, 2013, for being re-appointed as a director.
The resolution seeks the approval of the members for the appointment of Mr.____ as non executive director to be designated as a Director of the Company. He will not liable to retire by rotation.
None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution.
The Board recommends the aforesaid Ordinary Resolution for the approval by the members of the Company.
BY ORDER OF THE BOARD
FOR _______ PRIVATE LIMITED
Date: ____/__/2019
Place: New Delhi
———————–
(Director)
DIN: ——-
————————-
ATTENDANCE SLIP
_______________ PRIVATE LIMITED
CIN: __________
Registered Office: ______________
……..Annual General Meeting, …….., 2019
Please fill attendance slip and hand it over at the entrance of the meeting hall.
I hereby record my presence at the ___ Annual General Meeting held at ____________________ on ___day, _____September 2019 at ____PM.
Member’s/proxy’s Name_________________________________________________
Member’s/proxy’s Signature______________________________________________
No. of Shares: _________________________________________
Folio No./DP Id No*./ Client Id Number* __________________________________________
*Applicable for investors holding shares in electronic form.
(FOR INSTRUCTION SEE AS UNDER)
NOTICE
1. Shareholders/Proxy holders are requested to bring the admission slips with them when they come to the meeting and hand them over at the gate after affixing their signatures on them.
2. Shareholders intending to require any information to be explained in the meeting are requested to inform the company at least 7 days in advance of their intention to do so, so that the papers relating thereto may be made available if the Chairman permits such information to be furnished.
3. Shareholders are requested to advise indicating their account numbers, the change in their address, if any to the company.
4. Shareholders are requested to bring their copies of the Annual Report to the venue of the AGM.
(FORM NO. 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 Company:
Registered Office:
| Name of the Member(s):
Registered Address: E-mail Id: Folio No./Client Id/DP ID: |
I/We, being the member(s) of ………..shares of the above named company, hereby appoint
1. Name:………………………………
Address:…………………………….
Email Id:…………………………….
Signature:………………………, or failing him
2. Name:………………………………
Address:…………………………….
Email Id:…………………………….
Signature:………………………, or failing him
3. Name:………………………………
Address:…………………………….
Email Id:…………………………….
Signature:………………………,
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 ____day,___September 2019 at ____ PM at ____________________________ and at any adjournment thereof in respect of such resolutions as are indicated below:
| Sl. No. | Resolution(s) | For | Against |
| ORDINARY BUSINESSES: | |||
| 1. | To adopt the Audited Financial Statements for the financial year ended 31st March, 2019 together with the Reports of the Board of Directors and Auditors thereon. | ||
| 2. | To appoint the Statutory Auditors of the Company | ||
| SPECIAL BUSINESSES: | |||
| 3 | To approve the appointment of Mr. ———— — (DIN: —–) as a Director of the Company. | ||
Signed this ………day of ……….2019.
| Affix Revenue Stamp |
Signature of shareholder
Signature of first proxy holder (s)
Note:
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. It is optional to indicate your preference. If you leave the “For” or “Against” column blank against any or all of the resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.
BOARD’S REPORT
To
The Members
M/S _____ PRIVATE LIMITED
The Directors of your company have pleasure in presenting their Board’s Report based on standalone financial statement of the company which shall be in abridge form for the year ended on 31st March, 2019.
THE WEB ADDRESS, IF ANY, WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED: NA
NUMBER OF MEETINGS OF THE BOARD:
During the year under review, the Board met ___ times on the following dates:
1).
DIRECTORS RESPONSIBILITY STATEMENT AS REFERRED TO IN SUB-SECTION (5) OF THE SECTION 134:
As required u/s 134(5) of the Companies Act 2013, the Directors state that:
(i) in the preparation of the annual accounts for the financial year ended 31st March 2019, the applicable accounting standards have 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 at the end of the financial year covered under this Report and of the profit and loss of the company for that period;
(iii) 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;
(iv) the directors had prepared the annual accounts on a going concern basis and
(v) 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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:
M/s. _____, Chartered Accountants (FRN No.: ____________), was a Statutory Auditors of the company for the period of Financial Year 2018-2019.
There is no report and fraud reported by auditor of the Company.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITOR IN HIS REPORT:
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 call for any further comment.
THE STATEMENTS OF THE COMPANY’S AFFAIRS:
“Assets” and “Equity & liabilities”: Rs. _______-/-,
“Authorised Capital” of the company: Rs. _______/-.
“Paid-up Capital of the Company: Rs. __________/-
The Company is engaged in the business of __________________ during the year.
There has been no change in the business of the Company during the financial year ended 31st March, 2019.
THE FINANCIAL SUMMERY OR HIGHLIGHTS:
The operating financial results for the year are summarized below:
| Particulars | Year ended 31st March 2019 (amount in Rupees) | Year ended 31st March 2018 (amount in Rupees) |
| Total Income | ||
| Profit before Depreciation & Tax | ||
| Less : Depreciation | ||
| Profit before Tax | ||
| Less : Taxation | ||
| Profit after Tax | ||
| Total Reserves & Surplus | ||
| Transfer to Reserve during the year | ||
| Earnings per share (In Rupees) |
Dividend:
No dividend was declared for the current financial year due to conservation of profits and continued investment in the business.
Company’s performance & operations:
Your Company has made an income amounting to Rs. _______/- income during the year under report against Rs._________/- during the previous year. The company has a profit/Loss of Rs. __________/- which has been transferred to Reserves & Surplus in the Balance Sheet of the company. The Company tries to extend the business of the Company and make efforts to achieve a good turnover in future.
Transfer to any reserves:
The company has transferred amount of Rs. ________/- which has been transferred to Reserves & Surplus in the Balance Sheet during the year under the review.
MATERIAL CHANGES FROM THE DATE OF CLOSURE OF THE FINANCIAL YEAR IN THE NATURE OF BUSINESS AND THEIR EFFECT ON THE FINANCIAL POSITION OF THE COMPANY:
There is no change in the nature of the business of the company.
THE DETAILS OF DIRECTORS WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
In the Financial Year 2018-2019: there was change in directorship of the Company as:
| Name of directors | Designation | Appointment/ resignation | Date of appointment or resignation |
In current, Mr. —, Mr. — and Mr. —– are the directors to the Board of the company.
THE DETAILS OR SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE: NIL
THE REPORT OF THE BOARD SHALL CONTAIN THE PARTICULARS OF CONTRACTS OR AGGANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF THE SECTION 188 IN THE FORM AOC-2:
The disclosure is given in form AOC-2 attached with this report as Annexure-I.
ACKNOWLEDGEMENT:
Your Directors place on record their deep appreciation and gratitude for the cooperation and assistance extended to the company by Banks, Government Agencies, Suppliers, Customers, Consultants and company staff at all levels. Your Directors also wish to place on record their appreciation of the wholehearted and continuous support by the shareholders who have always been a source of strength for the company.
FOR AND ON THE BEHALF OF THE BOARD
ABC PRIVATE LIMITED
| Date: __/__/2019 | NAME | NAME |
| Place: ________ | Director | Director |
| DIN: | DIN: | |
| Address | Address |
ANNEXURE – I
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.]
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of material contracts or arrangements or transactions not at Arm’s length basis:
| SL. No. | Particulars | Details |
| Name (s) of the related party & nature of relationship | – | |
| Nature of contracts/arrangements/transaction | – | |
| Duration of the contracts/arrangements/transaction | – | |
| Salient terms of the contracts or arrangements or transaction including the value, if any | – | |
| Justification for entering into such contracts or arrangements or transactions’ | – | |
| Date of approval by the Board | – | |
| 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 | – |
2. Details of material contracts or arrangements or transactions at Arm’s length basis:
| SL. No. | Particulars | Details |
| Name (s) of the related party & nature of relationship | – | |
| Nature of contracts/arrangements/transaction | – | |
| Duration of the contracts/arrangements/transaction | – | |
| 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 | – |
FOR AND ON THE BEHALF OF THE BOARD
ABC PRIVATE LIMITED
| Date: __/__/2019 | NAME | NAME |
| Place: ________ | Director | Director |
| DIN: | DIN: | |
| Address | Address |
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