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Specimen of Annual Report – Companies Act,2013

To,

The Members,

Your Directors have pleasure in presenting their ………….Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

 

  1. Financial summary or highlights/Performance of the Company(Standalone)

The Board’s Report shall be prepared based on the stand alone financial statements of the company.

Particulars 2014-2015 2013-14
Gross Income    
Profit Before Interest and Depreciation    
Finance Charges    
Gross Profit    
Provision for Depreciation    
Net Profit Before Tax    
Provision for Tax    
Net Profit After Tax    
Balance of Profit brought forward    
Balance available for appropriation    
Proposed Dividend on Equity Shares    
Tax on proposed Dividend    
Transfer to General Reserve    
Surplus carried to Balance Sheet    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

If there is more than one division, division wise working details are required to be given. Besides, working details of current years and future prospects of the company’s working have also to be given. A statement justifying the reasons for improvement/depressed results in comparison of the previous year is also required to be given.

 

  1. Change in the nature of business, if any

 

  1. Dividend

A statement of recommended dividend specifying rate of dividend on different classes of shares and shares allotted during the year is to be given. If no dividend is recommended, a statement of reasons is to be given.

 

  1. Reserves

The amounts, if any, which the Board proposes to carry to any reserves is to be given.

 

  1. CHANGE OF NAME

The Company has changed its name from “_________________________________” to “____________________________” with effect from ___________________________. The change of name was approved by the members in the Annual General Meeting of the Company held on ________________________. The Registrar of Companies, Mumbai_______________ has, on ________________________, 20_______________________14, issued the new certificate of incorporation recording the change in the name of the Company.

 

  1. Share Capital

 

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The company under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] issued ______ shares of Rs._____

(a) the total number of shares allotted with differential rights.

(b) the details of the differential rights relating to voting rights;

(c) the percentage of the shares with differential rights to the total post issue equity share capital with differential rights issued at any point of time and percentage of voting rights which the equity share capital with differential voting right shall carry to the total voting right of the aggregate equity share capital

(d) the price at which such shares have been issued

(e) the particulars of promoters, directors or KMP to whom such shares are issued

(f) the change to control, if any, in the company consequent to the issue of equity shares with differential voting rights

(g) the diluted EPS pursuant to issue of each class of shares, calculated in accordance with the applicable accounting standards

ISSUE OF SWEAT EQUITY SHARE

The company under the provision  Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has issued  _______  sweat equity share of Rs.___/-

  1. the class of director or employee to whom sweat equity is allotted
  2. the class of shares issued as Sweat Equity Shares
  3. the number of sweat equity shares issued to the directors, KMP or other employees showing separately the number of such shares issued to them, if any, for consideration other than cash and the individual names of allottees holding 1% or more of the issued share capital
  4. the reasons or justification for the issue
  5. the principal terms and conditions for issue of sweat equity shares, including pricing formula
  6. the total numbers of shares arising as a results of issue of sweat equity shares
  7. the percentage of the sweat equity shares of the total post issued and paid up share capital
  8. the consideration (including consideration other than cash) received or benefit accrued to the company from the issue of equity-shares
  9. the diluted EPS pursuant to issuance of sweat equity shares.
  10. Directors and Key Managerial Personnel

 

Mr. ________ and Mr. __________, Directors retire by rotation at the forthcoming Annual General Meeting and  being eligible, offer themselves for reappointment.

 

During the year, Mr. _____, Mr. ______ and Mr. ______ have been appointed as an Independent Directors for term of ___ years.   Further, Mr. ______ and Mr. _____ have resigned as Director of the Company w.e.f. ____ and ____ respectively.

 

Also, Mr. _______, Mr. _________ and Mr. _________ has been appointed/ resigned as Chief Executive Officer, Chief Financial Officer and Company Secretary with effect from ____, _____ and _____ respectively.

 

[IMPORTANT: Ensure to provide the details of directors or key managerial personnel who were appointed or have resigned during the year.]

 

  1. Particulars of Employees

 

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure IV.

 

  • Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six Board Meetings and six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

 

  • Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

 

  1. Declaration by an Independent Director(s) and re- appointment, if any 

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure VI.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

 

 

  • Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

 

  1. A) Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (Applicable to Listed Company)
  2. B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
  3. C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board’s Report.
  4. D) The following disclosures shall be mentioned in the Board of Director’s report under the heading “Corporate Governance”, if any, attached to the financial statement:—

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

(ii) Details of fixed component and performance linked incentives along with the performance criteria;

(iii) Service contracts, notice period, severance fees;

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

 

  • Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-V [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement]

 

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

 

  • AUDITORS:

The Auditors, M/s _________ & Associates, Chartered Accountants, ____________retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of _______ from the conclusion of this Annual General Meeting [AGM] till the conclusion of ____ AGM.

 

  • AUDITORS’ REPORT

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

 

  • Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is applicable to the Company’s ________, ________, and _________ products/ business of the Company for the FY 2013-14.

 

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. ___________, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015-16. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

 

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

 

  • Secretarial Audit Report 

In terms of Section 204 of the Act and Rules made there under, M/s. _______, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure VII to this report. The report is self-explanatory and do not call for any further comments.

 

  • Internal Audit & Controls

The Company continues to engage KPMG as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

 

  • Issue of employee stock options

The Board of directors, shall, inter alia, disclose in the Directors’ Report for the year, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

 

Particulars
Approval
Options granted
Options vested
Options exercised
Total number of shares arising out of exercise of options
Options forfeited/lapsed/cancelled
Variations of terms of options
Money realized by exercise of options
Total number of options in force

 

Notes: –

  1. Details of options granted during the fiscal 2012 to:
Particulars
(a)    Directors and key managerial personnel
1.
2.
3.
4.
5.
(b) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees)
(c) Identified employees who are granted options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

 

  • Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.abcindia.com under investors/policy documents/Vigil Mechanism Policy link.

 

  • Risk management policy

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

 

  • EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report  as ANNEXURE I .

 

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

Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

 

  • Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

 

  • Details in respect of adequacy of internal financial controls with reference to the Financial Statements.(Applicable to Listed Company)

 

  • Deposits

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year;

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

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

(i) at the beginning of the year;

(ii) maximum during the year;

(iii) at the end of the year;

The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

 

  • Particulars of loans, guarantees or investments under section 186

 

Details of Loans:

 

SL No Date of  making loan Details  of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security
                   
                   

 

Details of Investments:-

 

SL No Date of investment Details  of Investee Amount Purpose for which the proceeds  from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return
               
               

 

Details of Guarantee / Security Provided:

 

SL No Date of providing security/guarantee Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission
               
               

 

 

  • Particulars of contracts or arrangements with related parties:

The particulars of every contract or 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 arm’s length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure III (Format enclosed).

 

  • Corporate Governance Certificate (Applicable to Listed Companies)

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

 

 

  • MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st December, 2014.

 

  • STATUTORY DISCLOSURES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors’ Report. However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

 

  1. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

 

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

 

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

 

  • Conservation of energy, technology absorption and foreign exchange earnings and outgo

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

 

  1. a) Conservation of energy

 

(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of energy
(iii) the capital investment on energy conservation equipment’s

 

(b) Technology absorption

 

(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development

 

(c) Foreign exchange earnings and Outgo

 

During the year, the total foreign exchange used was Rs. _____ lakh and the total foreign exchange earned was Rs. _____ lakh.

 

  • Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall be made. (Annexure II)

 

  • Human Resources

Your Company treats its “human resources” as one of its most important assets.

 

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

 

  • Directors’ Responsibility Statement

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

(a) 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.

(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.

 

  • Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

 

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. ________, 2014), with the Ministry of Corporate Affairs.

 

  • LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to NSE and BSE where the Company’s Shares are listed.

 

  • Acknowledgements

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

 

For and on behalf of the Board of Directors

 

 

Signing as per Board resolution passed

 

Place:

Date:                           
ANNEXURE INDEX

 

 

Annexure Content
                   i.              Annual Return Extracts in MGT 9
                ii.              Annual Report on Corporate Social Responsibility
             iii.              AOC 2 – Related Party Transactions disclosure
              iv.              Particulars of Employee
                 v.              Details of subsidiary
              vi.              Format of declaration by Independent Director
           vii.              MR-2 Secretarial Audit Report


Annexure I

 

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

 

As on financial year ended on 31.03.2014

 

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

 

  1. REGISTRATION & OTHER DETAILS:

 

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

 

 

  1. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

 

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

 

 

  • PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

 

SN Name and Description of main products / services NIC Code of the Product/service %  to total turnover of the company
1
2
3

 

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

Category-wise Share Holding

 

Category of Shareholders No. of Shares held at the beginning of the year[As on 31-March-2014] No. of Shares held at the end of the year[As on 31-March-2015] % Change
during
the year     
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF
b) Central Govt
c) State Govt(s)
d) Bodies Corp.
e) Banks / FI
f) Any other
Total shareholding of Promoter (A)
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance Companies
g) FIIs
 h) Foreign Venture Capital Funds
i) Others (specify)
Sub-total (B)(1):-
2. Non-Institutions
a) Bodies Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital up to Rs. 1 lakh
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh
c) Others (specify)
Non Resident Indians
Overseas Corporate Bodies
Foreign Nationals
Clearing Members
Trusts
Foreign Bodies – D R
Sub-total (B)(2):-
Total Public Shareholding (B)=(B)(1)+ (B)(2)
C. Shares held by Custodian for GDRs & ADRs    
Grand Total (A+B+C)

 

  1. B) Shareholding of Promoter-

 

SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding during the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares
1
2
3
4
5
6
7
8
9
10
11
12
13
 

 

 

  1. C) Change in Promoters’ Shareholding (please specify, if there is no change)

 

SN Particulars 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

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

 

  1. D) Shareholding Pattern of top ten Shareholders:

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

 

SN For Each of the Top 10

Shareholders

Shareholding at the beginning

of the year

Cumulative Shareholding during the

year

No. of shares % of total

shares of the

company

No. of shares % of total

shares of the

company

At the beginning of the year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
At the end of the year

 

  1. E) Shareholding of Directors and Key Managerial Personnel:

 

SN Shareholding of each Directors and each Key Managerial Personnel Shareholding at the beginning

of the year

Cumulative Shareholding during the

year

No. of shares % of total

shares of the

company

No. of shares % of total

shares of the

company

At the beginning of the year
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
At the end of the year

 

  1. F) INDEBTEDNESS –Indebtedness of the Company including interest outstanding/accrued but not due for payment.

 

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
* Addition
* Reduction
Net Change
Indebtedness at the end of the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)

 

  1. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
  2. Remuneration to Managing Director, Whole-time Directors and/or Manager:
SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
—– —- —-
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
–  as % of profit
–  others, specify…
 

 

5 Others, please specify

 

 

Total (A)

 

 

Ceiling as per the Act

 

 

 

 

  1. Remuneration to other directors

 

SN. Particulars of Remuneration Name of Directors Total Amount
—– —- —-
1 Independent Directors
Fee for attending board committee meetings
Commission
Others, please specify
Total (1)
2 Other Non-Executive Directors
Fee for attending board committee meetings
Commission
Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial
Remuneration
Overall Ceiling as per the Act

 

  1. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN

MD/MANAGER/WTD

 

SN Particulars of Remuneration Key Managerial Personnel
    CEO CS CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
–  as % of profit
 others, specify…
5 Others, please specify
Total

 

 

XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

 

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

 


Annexure II

 

CSR POLICY

(Approved by the Board of Directors on ___________________ )

 

Our aim is to be one of the most respected companies in India delivering superior and sustainable value to all our customers, business partners, shareholders, employees and host communities.

 

The CSR initiatives focus on holistic development of host communities and create social, environmental and economic value to the society.

 

Ø  To pursue these objectives we will continue to:

 

Ø  Uphold and promote the principles of inclusive growth and equitable development.

 

Ø  Develop Community Development Plans based on needs and priorities of host communities and measure the effectiveness of community development programmes.

 

Ø  Work actively in areas of preventive health and sanitation, education, skills for employability, livelihoods. and income generation, waste resource management and water conservation for host communities for enhancing Human Development Index.

 

Ø  Collaborate with likeminded bodies like governments, voluntary organizations and academic institutes in pursuit of our goals.

 

Ø  Interact regularly with stakeholders, review and publicly report our CSR initiatives.


FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD’S REPORT

 

  • A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or Programmes.
  • The Composition of the CSR Committee.
  • Average net profit of the company for last three financial years
  • Prescribed CSR Expenditure (two per cent. Of the amount as in item 3 above)
  • Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year;

(b) Amount unspent, if any;

(c) Manner in which the amount spent during the financial year is detailed below

 

S. No. Particulars (1) (2) TOTAL
(1) CSR project or activity identified
(2) Sector in which the project is covered
(3) Projects or Programme

(1)        Local area or other

(2)        Specify the state and district where projects or programs was undertaken

(4) Amount outlay (budget  project or Programme wise
(5) Amount spent on the project or Programme

Sub Heads;

(1)    Direct expenditure on projects or programmes

(2)    Overheads

(6) Cumulative expenditure up to the reporting period
(7) Amount Spent direct or through implementing agency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*Give details of implementing agency:

 

  1. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

 

  1. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

 

Sd/-

(Chief Executive Officer or Managing Director or Director)

Sd/-

(Chairman CSR Committee)

Sd/-

[Person specified under clause (d) of sub-section (1) of section 38(1) of the Act]

 

(Wherever applicable)

 


Annexure – III

 

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 contracts or arrangements or transactions not at Arm’s length basis.
SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value, if any
e) Justification for entering into such contracts or arrangements or transactions’
f) Date of approval by the Board
g) Amount paid as advances, if any
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188

 

 

  1. Details of contracts or arrangements or transactions at Arm’s length basis.
SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value, if any
e) Date of approval by the Board
f) Amount paid as advances, if any

 

 

Form shall be signed by the people who have signed the Board’s Report.


Annexure – IV

ANNEXURE – A
Statement of Particulars of employees pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Sl.

No.

N a m e Designation/

Nature of Duties

Remuneration

Received [Rs.]

Qualification Experience in years Age in years Date of commencement of employment Last employment held
1 2 3 4 5 6 7 8 9
                 
                 
                 
                 
                 
                 
 

Notes;

 

  • All appointments are / were non-contractual

 

  • Remuneration as shown above comprises of Salary, Leave Salary, Bonus, Gratuity where paid, Leave Travel Assistance, Medical Benefit, House Rent Allowance, Perquisites and Company’s Contribution to Provident Fund and Superannuation Fund. Remuneration on Cash basis

 

  • None of the above employees is related to any Director of the Company employed for part of the financial year.

 


Annexure – V

 

STATEMENT PURSUANT TO SECTION 212 (8) OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANY

 

In accordance with the General Circular No: 2/2011 dated 8 February, 2011,issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, the Statement of Profit and Loss and other documents of the subsidiary are not being attached with the Annual Accounts of the Company. This Annual Report contains Consolidated Financial Statement of the Company and its subsidiary in accordance with the relevant Accounting Standards and the same has been duly audited by Statutory Auditors. The annual Accounts of the subsidiary company and related information will be made available to the shareholders of the Company and its subsidiary company on request and will also be kept open for inspection by the shareholders at the Registered Office of the Company and the subsidiary.

 

 

Name of Subsidiary Company  
Issued & Subscribed Capital  
Reserves  
Total Assets  
Total Liabilities  
Investments  
Turnover  
Profit/(Loss)before Tax  
Provision for Tax  
Profit/(Loss) After Tax  
Proposed Dividend  

 


Annexure VI

 

DECLARATION OF INDEPENDENCE

 

 

01st April, 2014

 

 

To

The Board of Directors

Company Name

Full Add of Regd office.

 

 

Sub: Declaration of independence under clause 49 of the Listing Agreement and sub-section (6) of section 149 of the Companies Act, 2013.

 

I, Mr. _____, hereby certify that I am a Non-executive Independent Director of _________Limited, Place and comply with all the criteria of independent director as envisaged in Clause 49 of the Listing Agreement and the Companies Act, 2013.

 

I certify that:

 

  • I possess relevant expertise and experience to be an independent director in the Company;

 

  • I am/was not a promoter of the company or its holding, subsidiary or associate company;

 

  • I am not related to promoters / directors / persons occupying management position at the board level or level below the board in the company, its holding, subsidiary or associate company;

 

  • Apart from receiving director sitting fees / remuneration, I have/had no pecuniary relationship / transactions with the company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial;

 

  • none of my relatives has or had any pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or 50 Lacs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

 

  • Neither me nor any of my relatives:

 

  1. holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year;

 

  1. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of;

 

  1. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

 

  1. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

 

  1. holds together with my relatives 2% or more of the total voting  power of the company; or

 

  1. is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company; or

 

  • I am not a material supplier, service provider or customer or a lessor or lessee of the company;

 

  • I am not less than 21 years of age.

 

 Declaration

I undertake that I shall seek prior approval of the Board if and when I have any such relationship / transactions, whether material or non-material. If I fail to do so I shall cease to be an independent director from the date of entering in to such relationship / transactions.

Further, I do hereby declare and confirm that the above said information’s are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for its correctness and shall be liable for fine if any imposed on the Company, its directors, if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes, if any, to the Company for updating of the same.

 

Thanking you,

Yours faithfully,

 

 

 

Name of Director

DIN:

Complete Address with Phone / Mobile No. email, PIN

 


Annexure-VII

 

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED … … …

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

 

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED … … …

 

To,

The Members,

……….… Limited

 

 

I/We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by……. (name of the company).(hereinafter called the company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

 

 

Based on my/our verification of the…..………………………….. (name of the company’s) books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I/We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on _____, _____ complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

 

 

I/we have examined the books, papers, minute books, forms and returns filed and other records maintained by ………….. (“the Company”) for the financial year ended on __, ______ according to the provisions of:

 

 

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

 

 

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi)…………………………………………………….. (Mention the other laws as may be applicable specifically to the company)

 

 

I/we have also examined compliance with the applicable clauses of the following:

 

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

 

(ii) The Listing Agreements entered into by the Company with ….. Stock Exchange(s), if applicable;

 

 

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

 

 

Note: Please report specific non compliances / observations / audit qualification, reservation or adverse remarks in respect of the above para wise.

 

 

I/we further report that

 

 

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

 

 

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

 

 

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

 

 

I/we further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

 

 

Note: Please report specific observations / qualification, reservation or adverse remarks in respect of the Board Structures/system and processes relating to the Audit period.

 

I/we further report that during the audit period the company has…………………………… (Give details of specific events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above).

 

For example:

(i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.

(ii) Redemption / buy-back of securities

(iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013

(iv) Merger / amalgamation / reconstruction, etc.

(v) Foreign technical collaborations

 

 

 

Signature:

Name of Company Secretary in practice / Firm:

ACS/FCS No.

C P No.:

Place:

Date:

 

 

*This report is to be read with our letter of even date which is annexed as’ Annexure A’ and forms an integral part of this report.
‘ANNEXURE A’

 

To,

The Members,

Name of Company

Address

 

Our report of even date is to be read along with this letter.

 

  1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

 

  1. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

 

  1. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

 

  1. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

 

  1. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

 

  1. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

 

 

For, ABC & Associates

 

(Name)

Practicing Company Secretary

  1. NO.

Date:

Place:


Corporate Governance Report for the year ended on 31st March 2015

 

  • Company Philosophy:

 

We continue to believe that good corporate Governance is essential to achieve long-term corporate goals and to enhance stockholders value. Company is a listed company on the Mumbai, Indore, Jaipur & Ahmedabad. The Company has complied with in all material respect with the features of corporate governance as specified in the Listing Agreement. The securities are being regularly traded at Stock Exchange, Bombay.

 

  • Board of Directors:

 

Category No. of directors
Non-Executive & Independent

Directors including the Chairman

Other Non-Executive Directors
Executive Director

(CEO & Managing Director)

Total

 

The Chairman of the Board is an Independent Director.

 

As required under Section 149(3) of the Companies Act, 2013, & Clause ____ of Listing Agreement, Ms _____________, a lady Director, has been appointed as an Independent Director on the Board.

 

Other Relevant details of Directors:

 

Name of Director Date of Appointment Category No. of Directorship(s) held in Indian public & private Limited Companies (Including Eduworth) Committee(s) position (including Eduworth)
Member Chairman

 

Board Meetings held during the year

 

Dates on which the Board Meetings were held Total Strength of the Board No. of Directors Present

 

 

Name of Director Attendance at the Board Meetings held on Attendance at the AGM held on 30th Aug’15
01/04/2014 01/05/2014

 

01/06/2014 01/07/2014

 

01/08/2014 01/09/2014

 

  • COMMITTEES OF THE BOARD.

 

          (a) Audit Committee (mandatory committee)

The Audit Committee continued working under Chairmanship of Shri __________________ with Shri ___________________ and Shri ______________________ as co-members. During the year, the sub-committee met on four occasions with full attendance of all the members.

 

The composition of the Audit Committee as at March 31, 2014 and details of the Members participation at the Meetings of the Committee are as under:

 

Name of Director Category

 

Attendance at the Board Meetings held on
01/04/2014 01/05/2014

 

01/06/2014 01/07/2014

 

01/08/2014 01/09/2014

 

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. Some of the important functions performed by the Committee are:

 

Financial Reporting and Related Processes

 

  • Oversight of the Company’s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

 

  • Reviewing with the Management the quarterly unaudited financial statements and the Auditors’ Limited Review Report thereon/audited annual financial statements and Auditors’ Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

 

  • Review the Management Discussion & Analysis of financial and operational performance.

 

  • Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).

 

  • Review the investments made by the Company.

 

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

 

During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors and the Chief Internal Auditor to get their inputs on significant matters relating to their areas of audit.

 

(c) Remuneration Committee

 

In compliance with Section 178 of the Companies Act, 2013, the Board has renamed the existing “Compensation Committee” as the “Nomination and Remuneration Committee”.

 

The terms of reference of the Committee inter alia, include the following:

 

  • Succession planning of the Board of Directors and Senior Management Employees;

 

  • Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

 

  • Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

 

  • Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

 

  • Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

 

The composition of the Audit Committee as at March 31, 2014 and details of the Members participation at the Meetings of the Committee are as under:

 

Name of Director Category

 

Attendance at the Board Meetings held on
01/04/2014 01/05/2014

 

01/06/2014 01/07/2014

 

01/08/2014 01/09/2014

 

 

  1. Corporate Social Responsibility (CSR) Committee – (Constituted in 2013) – Mandatory Committee

 

The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises:

 

To review the existing CSR Policy and to make it more comprehensive so as to indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

 

To provide guidance on various CSR activities to be undertaken by the Company and to monitor its progress.

 

The composition of the Audit Committee as at March 31, 2014 and details of the Members participation at the Meetings of the Committee are as under:

 

Name of Director Category

 

Attendance at the Board Meetings held on
01/04/2014 01/05/2014

 

01/06/2014 01/07/2014

 

01/08/2014 01/09/2014

 

Risk Management Committee – Mandatory Committee

 

Business Risk Evaluation and Management is an on-going process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

 

The objectives and scope of the Risk Management Committee broadly comprises:

 

  • Oversight of risk management performed by the executive management;

 

  • Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;

 

  • Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

 

  • Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

 

The composition of the Audit Committee as at March 31, 2014 and details of the Members participation at the Meetings of the Committee are as under:

 

Name of the Member Category Attendance at the Risk Management Committee meeting held on

 

          


(d) Stakeholders’ Relationship Committee (mandatory committee)

 

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing “Shareholders’/Investors’ Grievance Committee” as the “Stakeholders’ Relationship Committee”.

 

The terms of reference of the Committee are:

 

  • transfer/transmission of shares/debentures and such other securities as may be issued by the Company from  time to time;

 

  • issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

 

  • issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates /  certificates relating to other securities;

 

  • issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

 

  • to grant Employee Stock Options pursuant to approved Employees’ Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

 

  • to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

 

  • to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

 

  • to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

 

  • monitoring expeditious redressal of investors / stakeholders grievances;

 

  • all other matters incidental or related to shares, debenture

 

The composition of the Audit Committee as at March 31, 2014 and details of the Members participation at the Meetings of the Committee are as under:

 

Name of Director Category

 

Attendance at the Board Meetings held on
01/04/2014 01/05/2014

 

01/06/2014 01/07/2014

 

01/08/2014 01/09/2014

 

During the year, 29 complaints were received from shareholders, out of which 26 complaints have been attended/resolved. The balance complaints were under various stages of investigation. As on March 31, 2014, no investor grievance has remained unattended/ pending for more than thirty days. The Company had eight share transfers pending as on March 31, 2014.

 

 

Independent Directors’ Meeting

 

During the year under review, the Independent Directors met on March 9, 2014, inter alia, to discuss:

 

  • Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

 

  • Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

 

  • Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

 

  • All the Independent Directors were present at the Meeting.

 

Compliance Committee – Non Mandatory Committee

 

Capex Committee – Non Mandatory Committee

 

PERFORMANCE EVALUATION

 

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

 

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

 

 

TERMS OF APPOINTMENT & REMUNERATION – CEO & MD

 

  1. Mr ________________, CEO & MD w.e.f. August 13, 2014

 

Period of Appointment
Salary Grade
Allowances
Perquisites
Retrial Benefits
Performance Bonus
Sign-on Amount
Deferred Bonus
Minimum Remuneration
Notice Period & Severance Fees
Other

 

  • Details of remuneration paid to the Directors are given in Form MGT – 9

 

  • Disclosures:

 

  • Materially Significant related party transactions

 

There was no transaction of material nature with any of the related party, which is in conflict with the interest of the company.

 

  • Details of non compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years.

 

There was no instance of levy of any penalties during the last three years.

 

Compliance with Accounting Standards

In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 1956 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

 

Internal Controls

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company’s business processes are on SAP-ERP and SAP-HR platforms and have a strong monitoring and reporting process resulting in financial discipline and accountability.

 

CEO & MD / CFO Certification

The CEO & MD and the CFO have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company’s affairs. The said certificate is annexed and forms part of the Annual Report.

 

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Company believes in “Zero Tolerance” to bribery and corruption in any form and the Board has laid down the “Anti-Bribery & Corruption Directive” which forms an Appendix to the Code. The Code has been posted on the Company’s website www.abcdomain.com.

 

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Fraud Risk Management Policy (FRM) to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. Pursuant thereto, a dedicated helpline “ABC Ethics Helpline” has been set up which is managed by an independent professional organization. The Ethics Helpline can be contacted to report any suspected or confirmed incident of fraud / misconduct on:

E-Mail: abc@ethicalview.com

National Toll Free Number: ___________________________________

Fax Number: +91____________________________

 

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Head Compliance is responsible for implementation of the Code.

 

All Board Directors and the designated employees have confirmed compliance with the Code.

 

  • Means of Communication
i. Half yearly report sent to each shareholders registered address No
ii. In which newspapers quarterly results were normally published BSE Official Website
iii. Any Website where results or official news are displayed No

 

No presentation made to institutional investors or to the analysts. Management Discussion & Analysis are not a part of Annual Report.

 

  • General Shareholder Information

 

Market Information

 

Listing on Stock Exchanges

 

The Company’s shares are listed on the following Stock Exchanges and the Listing Fees have been paid to the Exchanges:

 

Name & Address of the Stock Exchanges Stock Code/Scrip Code ISIN Number for NSDL/CDSL

(Dematerialised share)

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001

The National Stock Exchange of India Limited

Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai 400051

 

Share Price on BSE vis-à-vis BSE Sensex January – March 2014

 

Month BSE Sensex Close Share Price No. of shares traded during the month Turnover (Crores)
High Low Close

 

 

SHARE TRANSFER SYSTEM / DIVIDEND AND OTHER RELATED MATTERS

 

Share transfers

 

Share transfers in physical form are processed and the share certificates are generally returned to the transferees within a period of fifteen days from the date of receipt of transfer provided the transfer documents lodged with the Company are complete in all respects.

 

Nomination facility for shareholding

As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain nomination form, from the Share Department of the Company or download the same from the Company’s website. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.

 

Permanent Account Number (PAN)

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders / legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.

 

  1. Dividend

 

  1. Payment of dividend through National Electronic Clearing Service (NECS)

The Company provides the facility for remittance of dividend to the Members through NECS. To facilitate dividend payment through NECS, Members who hold shares in Demat mode should inform their Depository Participant and such of the Members holding shares in physical form should inform the Company of the core banking account number allotted to them by their bankers. In cases where the core banking account number is not intimated to the Company / Depository Participant, the Company will issue dividend warrants to the Members.

 

  1. Unclaimed Dividends

The Company is required to transfer dividends which have remained unpaid / unclaimed for a period of seven years to the Investor Education & Protection Fund established by the Government. The Company will, in June 2015 and in September 2015 transfer to the said fund, the dividends for the years ended March 31, 2007 (70th Final) and March 31, 2008 (71st Interim) which have remained unclaimed / unpaid.

 

 

 

The dates by which the dividend amounts will be transferred to IEPF are as under:

 

Financial Year Date of Declaration Rate of Dividend per share Due date for transfer to IEPF

 

Individual reminders are sent each year to those Members whose dividends have remained unclaimed for a period of seven years from the date they became due for payment, before transferring the monies to the Investor Education & Protection Fund (IEPF). The information on unclaimed dividend is also posted on the website of the Company as aforesaid.

 

  1. Pending Investors’ Grievances

Any Member / Investor, whose grievance has not been resolved satisfactorily, may kindly write to the Company Secretary and Head Compliance at the Registered Office with a copy of the earlier correspondence.

 

S. No. Nature of Queries/Compliant Pending as on April 1,2015 Received during the year Redressed during the year Pending as on March 31, 2015
1 Transfer/Transmission of Duplicate Share Certificate
2 Non-receipt of Dividend
3 Dematerialisation/Rematerialisation of Shares
4 Complaints received from:
SEBI
Stock Exchanges/NSDL/CDSL
ROC/MCA/Others
Advocates
Consumer Forum/Court Case
5 Others
Grand Total

 

 

vii. Reconciliation of Share Capital Audit

As required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Company’s share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, with the issued and listed capital. The Auditors’ Certificate in regard to the same is submitted to BSE Limited and the National Stock Exchange of India Limited and is also placed before Stakeholders’ Relationship Committee and the Board of Directors.

 

 

Dematerialisation of Shares and Liquidity

 

The break-up of equity shares held in Physical and Dematerialised form as on March 31, 2014, is given below:

 

Particulars No. of Shares Percentage
Physical Segment
Demat Segment
NSDL
CDSL
Total

 

 

Distribution of Shareholding as on March 31, 2015

 

No. of shares slab No. of shareholders % No. of shares
Physical % of share capital NSDL % of share capital CDSL % of share capital Total No. of Shares % of share capital
1-50
51-100
101-200
201-500
501-1000
1001-5000
5001-10000
>10000
Total

 

 

Shareholding Pattern as on March 31, 2015

 

Particulars No. of shares held %
Promoters   Sub Total Total
1.
2.
Bank, Financial Institutions, Insurance Companies & Mutual Funds
Bank
Financial Institutions
Insurance Companies
Mutual Funds/UTI
Central & State Governments
Foreign Institutional Investors
NRIs/Foreign Nationals
Directors
Public and Others
Total

 


Statement showing Shareholding of more than 1% of the Capital as on March 31, 2015

 

Sr. No. Name of the shareholders No. of Shares Percentage of Capital
Total

 

 

General Body Meetings

 

Particulars of last three Annual general meetings

 

AGM Year ended 31st March, Venue Date Time Special Resolutions Passed
13th 2008 At the Registered Office 30.09.2008 11.00 a.m.
14th 2009 30.09.2009 11.00 a.m.
15th 2010 30.09.2010 11.00 a.m.

 

 

Extraordinary General Meeting (EGM)

The Company held an Extraordinary General Meeting on September 10, 2014 for the appointment of Independent Directors and the Chief Executive Officer and Managing Director.

 

As required, a poll (electronically and by physical ballot) was conducted for the appointment of Independent Directors and the Chief Executive Officer and Managing Director and all the resolutions were passed with requisite majority.

 

During the year under review, no resolution has been passed through the exercise of postal ballot.

 

  • Meetings for approval of quarterly and annual financial results were held on the following dates

 

Quarter Date of Board Meeting
1st Quarter  
2nd Quarter  
3rd Quarter  
4th Quarter  

 

E-Voting Facility to members

 

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the 10th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL). Pursuant to the amendments made in clause 35B of the Listing Agreement by SEBI, the company has sent assent/dissent forms to the members to enable those who do not have access to e-Voting facility to cast their vote on the shareholders resolution to be passed at the ensuing Annual General Meeting, by sending their assent or dissent in writing.

 

 

FINANCIAL CALENDAR 2015:

 

AGM – Date, time and venue
Financial Year
Book Closure Date
Dividend Payment Date
Listing of Eq. shares on stock exchanges.
Stock Code
Market Price Data and other related informations
Registrar & Transfer Agents
Board Meeting for consideration of Accounts for the financial year ended March 31, 2014 and recommendation of dividend
Posting of Annual Reports
Last date for receipt of Proxy Forms
Probable date of despatch of warrants
Board Meeting for consideration of unaudited quarterly results for the financial year ended March 31, 2015
Audited results for the current financial year ending March 31, 2015

 

For and on behalf of the Board

 

 

 

(Name of Chairman)

Chairman

 

Place

Date

 


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

 

 

  • FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements based on certain assumptions and expectations of future events. The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or will be realised. The Company’s actual results, performance or achievements can thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

 

  • INDUSTRY STRUCTURE AND DEVELOPMENTS

Since the Company could not establish itself in the herbal plantation business, it diversified into the field of Cargo Handling at Vizag. The Cargo Handling is a lucrative business as the domestic import and export are fast increasing. The Company is building up its network to play a significant role from time to time.

 

  • BUSINESS OVERVIEW

The Sales during the year 2014-15 are lower at 708.16 lacs as compared to 1423.72 lacs in the previous year on account of economic recession resulting in award of lesser number of contracts..

 

  • MARKETING

The Company is setting up a good marketing team to enter to increased turnover.

 

  • SWOT

Our strength is our determination and team work, weakness is the low equity base, opportunities are multiples and threats are the vibrations in the economy and government policies.

 

The financial highlights are as under: –

(Rs. in lacs)

Sales for the year 2010-2011 708.16
Provision for taxation 16.85
Profit after tax 37.72
Paid up equity share capital as on 31st Mar’2011 414.53

 

  • INTERNAL CONTROL

The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. The Company’s audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective.

 

 

 

  • SEGMENT WISE REPORTING

During the year under review, Company has achieved all sales through Cargo Handling only.

 

  • OUTLOOK

 

  • MATERIAL DEVELOPMENTS IN HUMAN RESIURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

 

  • DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE.

 

  • RISKS AND CONCERNS

In any business, risks and prospects are inseparable. As a responsible management, the Company’s principal endeavour is to maximize returns. The Company continues to take all steps necessary to minimise its expenses through detailed studies and interaction with experts.

 

  • CAUTIONARY STATEMENT

Statement in this Management’s Discussion and Analysis detailing the Company’s objectives, projections, estimates, estimates, expectations or predictions are “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include global and Indian demand-supply conditions, finished goods prices, feedstock availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations.

 

 

Compliance with Code of Business Conduct and Ethics

 

As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior Management Personnel have confirmed compliance with the Code of Conduct and Ethics for the year ended December 31, 2014.

 

For ABC Limited

 

( _________________________ )

Chief Executive Officer & Managing Director

Date:

Place:

 

 

 

 

DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49 OF THE LISTING AGREEMENT

 

To,

The Members

ABC Co. Ltd.

 

I hereby declare that all the Directors and the designated employees in the senior management of the Company have affirmed compliance with their respective codes for the Financial Year ended March 31, 2014.

 

For, ABC Co. Ltd.

 

( _______________ )

Chairman& Managing Director

Date:

Place:

 

 

CERTIFICATION BY CEO/CFO UNDER CLAUSE 49 V OF THE LISTING AGREEMENT

 

The Board of Directors,

ABC Co. Ltd.

 

We have reviewed the financial statements and the cash flow statement of ABC Co. Ltd. for the year ended March 31, 2014 and to the best of our knowledge and belief:

 

(a)       (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

 

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

 

(b)       There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

 

(c)       We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take for rectifying these deficiencies.

 

(d)       We have indicated to the Auditors and the Audit Committee:

 

(i) significant changes in internal control over financial reporting during the year;

 

(ii) significant changes in accounting policies made during the year and the same have been disclosed in the notes to the financial statements; and

 

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

 

 

 

 

 

Group Chief Financial Officer                                                 Chairman & Managing Director

 

 

Date:

Place:

 

 

AUDITORS CERTIFICATE OF CORPORATE GOVERNANCE

 

 

To,

The Members,

ABC Co. Ltd.

 

We have examined the compliance of conditions of Corporate Governance by ABC Co. Ltd. for the financial years ended March 31, 2014 as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock Exchange(s).

 

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

 

In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.

 

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

 

For, XYZ & CO.

Chartered Accountants

(Registration No.1000000)

 

 

 

( ___________ )

Partner

Membership No. _________________

 

 

Date:

Place:

 

CERTIFICATE ON CORPORATE GOVERNANCE

 

We have examined the compliance of conditions of Corporate Governance by ABC Limited for the year ended 31st   March, 2014 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges.

 

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

 

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

 

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the company.

 

 

PQR & Associates,

Company Secretaries,

  1. No. – FCS

C.P. No.

 

Date

Place

 

FORM A

(Pursuant to Clause 31(a) of Listing Agreement)

Format of covering letter of annual audit report to be filed with the stock exchange

S. No Particulars Details
1.             Name of Company
2.             Annual Financial Statements for the year ended
3.             Type of audit observation
4.             Frequency of observation
5.             To be signed by

CEO/Managing Director

CFO/General Manager

Auditors of the Company

Audit Committee Chairman

 

 

For, ABC Co. Ltd

 

 

 

 

(Name)                                  (Name)                                  (Name)

Managing Director             Chief Financial Officer       Chairman of Audit Committee

                                                                                                (During the period under review)

 

 

 

For, XYZ & Associates

Chartered Accountants

Firm Regd. No.

 

 

 

 

(Name)

Partner

  1. No.

 

 

NOTICE TO THE MEMBERS

 

NOTICE is hereby given that the ……. Annual General Meeting of the Members of (COMPANY NAME) will be held on (DAY) the (DATE) day of (MONTH), (YEAR) at (TIME) at (PLACE) to transact the following business:

 

ORDINARY BUSINESS

 

  1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2015, the Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon.

 

  1. To appoint a Director in place of ………….., who retires by rotation, and being eligible offers himself for reappointment.

 

  1. 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 all other applicable provisions of the Companies Act, 2013 (the “Act”) read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company hereby ratifies the appointment of M/s. ……………., Chartered Accountants (Firm Registration No. …………….), as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting to be held for the financial year ……….. on such remuneration as may be determined by the Board of Directors.”

 

SPECIAL BUSINESS

 

  1. To Appoint ………… (DIN: …………..) as an Independent Director

 

To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:

 

RESOLVED THAT pursuant to the provisions of section 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 including any statutory modification(s) or re-enactment thereof for the time being in force and Companies (Appointment and Qualification of Directors) Rules, 2014 and clause 49 of the Listing Agreement, amended up to the date, …………….. (DIN: …………..), a non-executive Director of the Company, who has submitted a declaration that she meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, who retires by rotation at this Annual General Meeting and in respect of whom the company has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office, for five consecutive years for a term up to the conclusion of the ……… Annual General Meeting of the Company in the Calendar Year 2020.”

 

 

 

 

  1. Ratification of Remuneration to Cost Auditor

 

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 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable during the year 2015 to Messrs. ……………., Cost Accountants having Firm Registration No. ……………. appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2015-16, amounting to ` …………… (Rupees …………) as also the payment of service tax as applicable and re-imbursement of out of pocket expenses incurred by them in connection with the aforesaid audit be and is hereby ratified and confirmed.”

 

 

Registered Office:

………………..

………………..

By Order of the Board
   
(PLACE) ………….
(DATE) Company Secretary

 

NOTES

 

  1. The relevant Explanatory Statement pursuant to section 102 (1) of the Companies Act, 2013, in respect of Special Business at the meeting, is annexed hereto and forms part of this notice.

 

  1. A statement giving the relevant details of the Directors seeking re-appointment under Item Nos. 2 and 4 of the accompanying Notice, as required by Clause 49 of the Listing Agreement entered into with the Stock Exchanges is annexed herewith.

 

  1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member. Proxies in order to be effective must be received by the company not later than forty eight (48) hours before the meeting. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable.

 

A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

 

  1. A person can act as a proxy on behalf of Members not exceeding fifty in number 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 a proxy and such person shall not act as proxy for any other person or shareholder.

 

  1. Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No.

 

  1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

 

  1. Relevant documents referred to in the accompanying Notice and in the Explanatory Statements are open for inspection by the Members at the Company’s Registered Office on all working days of the Company, during business hours up to the date of the Meeting.

 

  1. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.

 

  1. The amount of dividend remaining unpaid for the year ………………………have been transferred to the company’s unpaid dividend account, and can be claimed from the company by the members entitled to it for a period of seven years from the respective dates of such transfer after which it shall be transferred to the Investor Education and Protection Fund (IEPF) constituted Under Section 205 (C) of the Companies Act, 1956.

 

  1. Members seeking any information with regard to the Accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the meeting.

 

The members are requested to get their shares dematerialized.  The company’s ISIN Code ………… pursuant to change in face value.

 

  1. The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members are requested to register their e-mail addresses in respect of electronic holdings with the Depository through their concerned Depository Participants.  Members who hold shares in physical form are requested to send their e-mail address to the following:

 

  1. ………………..

 

The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

 

  1. (a) In accordance with the provision of section 108 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014, the shareholders may exercise their option to participate through electronic voting system and the company is providing the facility for voting by electronic means (e-voting) to all its members.  The company has engaged the services of National Securities Depository Limited (NSDL) to provide e-voting facilities and enabling the members to cast their vote in a secured manner.  It may be noted that this e-voting facility is optional.  This facility will be available at the link evoting.nsdl.com during the following voting period:

 

Commencement of e-voting : From (TIME) on (DATE)
End of e-voting : Up to (TIME) on (DATE)

 

E-voting shall not be allowed beyond (DATE), on (DATE).  During the E-voting period, the shareholders of the company, holding shares either in physical form or dematerialized form, as on the closing of business hours of the cutoff date, may cast their vote electronically.  The cut-off date for eligibility for e-voting is (DATE).

 

  • The company has engaged the services of …………………….. as the Authorized Agency to provide e-voting facilities.

 

  • The company has appointed …………. (…………), as ‘scrutinizer’ for conducting and scrutinizing the e-voting process in a fair and transparent manner.

 

  • The login ID and password for e-voting are being sent to the members, who have not registered their e-mail IDs with the company, along with physical copy of the notice. Those members who have registered their e-mail IDs with the company / their respective Depository Participants are being forwarded the login ID and password for e-voting by e-mail.

 

  • “Voting by electronic means” or “electronic voting system” means a ‘secured system’ based process of display of electronic ballots, recording of votes of the members and the number of votes polled in favour or against, such that the entire voting exercise by way of electronic means gets registered and counted in an electronic registry in the centralized server with adequate ‘cyber security’.

 

It also helps the shareholders to cast their vote from anywhere and at any time during E-voting period.

 

  1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Company.

 

  1. Members holding shares in single name and in physical form are advised to make a nomination in respect of their shareholding in the Company and those Members who hold shares singly in dematerialized form are advised to make a nomination through their Depository Participants. The nomination form can be downloaded from the Company’s website ……………………

 

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

 

The following Explanatory Statements, as required under Section 102 of the Companies Act, 2013, set out all material facts relating to the business under Item Nos. 4 and 5 of the accompanying Notice dated ………….

 

 

ITEM NO. 4

 

………………………………..

 

ITEM NO. 5

 

………………………………..

 

By Order of the Board
 
…………..
Company Secretary

 

 

Registered Office:

…………………………

………………………..

 
(PLACE)
(DATE)


ANNEXURE TO ITEMS 2 AND 4 OF THE NOTICE

 

Details of Directors seeking re-appointment at the forthcoming Annual General Meeting (in pursuance of Clause 49 of the Listing Agreement)

 

Name of the Director

 

   
Director Identification Number (DIN)

 

   
Date of Birth

 

   
Nationality

 

   
Date of Appointment on Board

 

   
Qualification

 

   
Shareholding in APM Industries Limited

 

   
List of Directorships held in other Companies (excluding foreign, private and Section 8 Companies)

 

   
Memberships / Chairmanships of Audit and Stakeholders’ Relationship Committees across Public Companies

 

   

 

There are no inter-se relationships between the Board Members.

 

 

 

 

 

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]

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

Name : E-mail Id:
Address:
Signature , or failing him

 

Name : E-mail Id:
Address:
Signature , or failing him

 

Name : E-mail Id:
Address:
Signature , or failing him

as my/ our proxy to attend and vote( on a poll) for me/us and on my/our behalf at the ______________Annual General Meeting / Extra-Ordinary General Meeting of the company, to be held on the ____ day of ___at_____ a.m. / p.m. at ____________(place) and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Sl. No. Resolution(S) Vote
For Against
1. Adoption of statement of Profit & Loss, Balance Sheet, report of Director’s and Auditor’s for the financial year 31st March, 2015
2. Re-appointment of M/s. _____________, Chartered Accountants as Statutory Auditors & fixing their remuneration
3. Appointment of Mrs. K. Indira as Director
4. Re-appointment of Mr. ___________ as Managing Director for a period of five years
5. To appoint Mr. _____________  as Independent Director
6.  To appoint ____________________ as Independent Director
7.  To ratify the remuneration paid to M/s. _____________, Cost Auditors for the year 2014-15

* Applicable for investors holding shares in Electronic form.

Affix Revenue Stamps

 

 

 

Signed this _____day of _____20___

 

 

Signature of Shareholder     Signature of Proxy holder                           Signature of the shareholder

across Revenue Stamp

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) The proxy need not be a member of the company

 

 

LETTER HEAD

 

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

4th Annual General Meeting on ___________________

 

Full name of the members attending ____________________________________________________

(In block capitals)

Ledger Folio No./Client ID No. _______________________ No. of shares held: ___________________

Name of Proxy _____________________________________

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the _____ Annual General Meeting of the ABC Ltd. , Address, on Monday, the 30th Sep’14

 

(Member’s /Proxy’s Signature)

 

Note:

 

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not be available.

 

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than FORTY EIGHT HOURS before the commencement of the meeting.

 

3) A Proxy need not be a member of the Company.

 

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.

 

5) The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the meeting.

 

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