SMALL COMPANY ANNUAL FILING COMPLIANCE ALONG WITH DRAFTS

SMALL COMPANY DEFINITION	2  (85) "small company" means a company, other than a public company,—   (i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than  [ten crore rupees];  [and]   (ii) turnover of which  [as per profit and loss account for the immediately preceding financial year] does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than [one hundred crore rupees:]   Provided that nothing in this clause shall apply to— (A) a holding company or a subsidiary company; (B) a company registered under section 8; or (C) a company or body corporate governed by any special Act;   (For the purposes of sub-clause (i) and sub-clause (ii) of clause (85) of section 2 of the Act, paid up capital and turnover of the small company shall not exceed rupees four crore and rupees forty crore respectively)
ANNUAL FILING FORMS	AOC-4 MGT-7A
AOC-4	Every company needs to file its financial statements and mandatory attachments, via e-Form AOC-4 within the prescribed time limit as per section 137.    Once financial statements are adopted then company shall file the adopted financial statements via e-form AOC-4 within 30 days of the AGM (actual or adjourned whichever is applicable).
MGT-7A	Every OPC and small company shall prepare an annual return in the form MGT-7A   Every company shall file with the Registrar a copy of the annual return, within sixty  days from the date on which the annual general meeting is held or where no annual general meeting is held in any year within sixty  days from the date on which the annual general meeting should have been held together with the statement specifying the reasons for not holding the annual general meeting
ATTACHMENTS REQUIRED	AOC-4 Notice (Not mandatory) Proxy Form and Attendance Slip ((Not mandatory)) Board’s Report AOC-2 Auditor’s Report along with Financial Statements   MGT-7A List of Directors List of Shareholders List of Share transfers & Transmissions

DRAFTS

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF THE MEMBERS OF __________ PRIVATE LIMITED WILL BE HELD ON ____DAY, ___^TH ________ 20__ AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT _____________________ AT ___ AM/PM TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS

1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended on March 31, 20__ together with the Report of the Board of Directors and Auditors’ thereon and to consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

2. 

By Order of the Board

FOR ________________ PRIVATE LIMITED

 

 

_______________________

DIRECTOR

DIN: ____________

Place: Chennai

Date: ____________

 

NOTE(S):

1. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. All documents referred to in the notice, will be available for inspection by the members of the Company at Registered office of the Company during business hours 10:00 A.M. to 06:00 P.M. (except Saturday and Sunday) up to the date of Annual General Meeting and will also be available during the Annual General Meeting.

3. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.

4. Members/proxies attending the meeting are requested to bring their duly filled admission/ attendance slips sent along with the notice of annual general meeting at the meeting.

5. Route Map:

 

By Order of the Board

FOR ________________ PRIVATE LIMITED

 

 

_______________________

DIRECTOR

DIN: ____________

Place: Chennai

Date: ____________

 

Form No. MGT-11

Proxy form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] 

CIN: 

Name of the Company: 

Registered office: 

Name of the Member(s)
Registered Address
E-mail Id
Folio No /Client ID
DP ID

 

I / We being the member of …………, holding…..shares, hereby appoint

1. Name: 

Address:

E-mail Id:

Signature: ………................., or failing him

 

2. Name: …………….

Address:

E-mail Id:

Signature: ……….., 

 

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual/Extraordinary General Meeting of members of the Company, to be held on ___day, XX/XX/20XX at the registered office of the Company at ___________, and at any adjournment thereof in respect of such resolutions as are indicated below:

 

Sl No	Resolution:	Vote
	ORDINARY/SPECIAL BUSINESS	For	Against
1

 

Signed this _______ day of_____________ 20___

Signature of Shareholder:

 

Signature of Proxy holder(s):

 

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, before the commencement of the Meeting.

 

ATTENDANCE SLIP

I/We hereby record my/our presence at the Annual General Meeting of the Company held at the Registered Office of the Company at ______________ on ____day, XX/XX/20XX at XX:XX am/pm.

 

Folio No.
DP ID No.
Client ID No.
Name & Address of the Member
Name of the Proxy holder
No. of Shares held

 

Signature of Shareholder:

Signature of Proxy holder(s):

 

Note: Please fill this attendance slip and hand it over at the entrance of the hall.

 

REPORT OF THE DIRECTORS

 

To

The Members,

_________________ PRIVATE LIMITED

 

Your Directors have pleasure in submitting their _^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 202_.

 

1. FINANCIAL RESULTS

 

Following are the financial highlights of your company for the year 202_-2_

 

(In Rs.)

 

Particulars	Year Ended 31.03.202_	Year Ended 31.03.202_
Revenue from Operations
Other Income
Total Income
Total Expenses excluding Interest
Earnings before Interest & Tax (EBIT)
Less: Interest Cost
Earnings before Tax (EBT)
Less: Tax
Net Profit after Tax (PAT)
Less: Transfer to General Reserve
Balance carried to Balance Sheet
Basic earnings per share (Basic EPS)
Diluted earnings Per share (Diluted EPS)

 

2. STATE OF COMPANY AFFAIRS

 

 

 

3. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

 

There were no material changes and commitment if any, affecting the financial position of the company occurred between the end of the financial year ______ and the date of this report.

 

 

4. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

 

There were no frauds reported by the Statutory Auditor of the Company to the Board of Directors during the period under review.

 

5. ANNUAL RETURN

 

As your Company does not have a website, the disclosure of web-link where Annual Return for the year has been placed, is not applicable.

(OR)

The Annual Return has been placed at the website of the Company - ____________.com.

 

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED  PARTIES

 

There were no transactions, contracts or arrangements during the period under review which were made “not at arms’ length” basis. Further there were no material transactions with related parties at arms’ length basis during the financial year. The disclosure in Form AOC-2 is hence not applicable.

(OR)

There were no transactions, contracts or arrangements during the period under review which were made “not at arms’ length” basis. Further there were material transactions with related parties at arms’ length basis during the financial year. The disclosure of the same has been made in Form AOC-2 as an Annexure to this Report.

 

7. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

 

There were no qualifications, reservations or adverse remarks made by the Auditors in their report to the Company.

 

8. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER  REVIEW

 

During the financial year ______, the Board of Directors met ____ times. The gap between 2 consecutive meetings was not more than 120 days.

 

9. DIRECTORS RESPONSIBILITY STATEMENT

 

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility statement:

(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 enough 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

 

 

10. DETAILS OF DIRECTORS WHO WERE APPOINTED /  RESIGNED DURING THE YEAR:

 

During the year, Mr. __________________

 

11. STATUTORY AUDITORS

 

12. SHARES

 

There was no change in the Share capital of the Company during the financial year.

 

13. THE DETAILS OR SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.

 

There were no orders passed by any of the above mentioned Authorities, impacting the going concern status and operations of the Company.

 

14. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS 

 

During the Financial Year, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

 

15.  ACKNOWLEDGEMENTS

 

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

 

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

 

Date: _________	Director	Director
Place: _________	DIN:	DIN:

 

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 transactions under third proviso thereto

 

1. Details of contracts or arrangements or transactions not at arm's length basis 

 

(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions 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

 

2. Details of material contracts or arrangement or transactions at arm's length basis 

 

(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts/arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions including the value, if any:
(e) Date(s) of approval by the Board, if any:
(f) Amount paid as advances, if any:

 

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

 

Date: _________	Director	Director
Place: _________	DIN:	DIN:

 

NOTE: AOC-2 TO BE SIGNED BY ALL DIRECTORS WHO HAVE SIGNED THE BOARD REPORT

 

LIST OF DIRECTORS AS AT _____________

 

S. NO.	NAME OF DIRECTOR	DESIGNATION	DIN	NO. OF SHARES HELD
1
2

 

By Order of the Board

FOR ______________________ LIMITED

 

(NAME OF DIRECTOR)

DESIGNATION

DIN: ___________

 

LIST OF SHAREHOLDERS AS AT _________

 

S. NO.	NAME OF SHAREHOLDER	NO. OF SHARES HELD	TYPE OF SHARES	FACE VALUE PER SHARE (IN RS.)	TOTAL AMOUNT (IN RS.)	PERCENTAGE OF SHARE HOLDING  (%)
1			EQUITY
2			EQUITY

 

By Order of the Board

FOR ______________________ LIMITED

 

(NAME OF DIRECTOR)

DESIGNATION

DIN: ___________

 

DISCLAIMER: THE CONTENTS OF THIS DOCUMENT ARE PROVIDED BASED ON CURRENT PROVISIONS AND INFORMATION AVAILABLE. WHILE EVERY EFFORT HAS BEEN MADE TO ENSURE ACCURACY AND RELIABILITY, NO RESPONSIBILITY IS ASSUMED FOR ANY ERRORS OR OMISSIONS. USERS ARE ENCOURAGED TO REFER TO APPLICABLE LAWS AND REGULATIONS. THIS INFORMATION IS NOT TO BE CONSTRUED AS LEGAL ADVICE, AND NO LIABILITY IS ACCEPTED FOR ANY CONSEQUENCES ARISING FROM ITS USE.

From the desk of CS SHARATH

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