Annual Filing – 2015 under Companies Act, 2013 CS Manish Gupta

Notice of AGM AGM Filing of Forms & Returns MGT 14 MGT 15 ADT 1 & ADT 3 AOC 4, AOC4 XBRL MGT 7, MGT 8 DIR 12

Notice of Meetings - Section 101, Rule 18 & SS – 2  21 Clear Day notice (2 days + 2 Days)  Shorter Notice – consent of 95 % of members in writing or in electronic mode – Consent to be received atleast One day in advance.  Notice in writing for every meeting to every member, Directors, Auditors, Secretarial Auditors & Debenture Trustees and other specified persons.  Notice by Hand, Ordinary Post, Speed Post, Regd. Post, Courier, facsimile, or by any other e-means; E-voting / Postal Ballot - Notice by Speed Post, Regd. Post, Courier, not by Ordinary Post; CS Manish Gupta, Practising Company Secretary

 Notice to specify day, date, time and full address of venue including Route Map and Prominent Landmark for easy location.  Amendment to the Notice to comply 21 clear days.  Attendance Slip and Proxy Form to accompany.  Duly convened meeting shall not be postponed or cancelled.  Notice shall be hosted on the website, if any. CS Manish Gupta, Practising Company Secretary Notice of Meetings - Section 101, Rule 18 & SS – 2

CS Manish Gupta, Practising Company Secretary

Annual General Meeting Requisites of AGM:  AGM shall be held during Business Hours (9 am to 6 pm) excluding National Holiday;  Proxy Form must be verified and it shall be in Form MGT 11. Proxy to be deposited not later than 48 hrs. before meeting  Requisite Quorum must be present: Upto 1000 members – 5 members; members – 15 members; 5001 or more members – 30 members. Pvt. Co. - 2 members.  Quorum shall be present throughout the meeting (Para 3.1, SS2);  If quorum not present at adjourned meeting in half an hour – members present not less then 2 will form the Quorum. CS Manish Gupta, Practising Company Secretary

Annual General Meeting Requisites of AGM:  Adjourned sine-die or for 30 days or more – Fresh Notice.  Adjourned for less then 30 days – 3 days Notice / Advertisement.  Directors should be present at the AGM. If director unable to attend the meeting, the Chairman shall explain the reason for such absence.  Auditors / Secretarial Auditors shall attend unless exempted.  Authorised Representative of Auditors / SA shall be PCA /PCS. CS Manish Gupta, Practising Company Secretary

Filling of Form MGT. 14 I.Special Resolution(s), if any passed in AGM. II.Resolution of Board relating to approval of Financial Statement and Board Report. III.However, Pvt. Limited Companies are exempted from Filing of resolution(s) passed under section 179(3) vide MCA notification dated 5 th June, Filling of Form MGT. 15 Proceedings of AGM for Listed Companies (30 days) CS Manish Gupta, Practising Company Secretary

Form ADT - 1 When it is required to be filed:  First Auditors  Appointment of Auditors in General Meeting.  Ratification of appointment of Auditors.  Government Companies CS Manish Gupta, Practising Company Secretary

Form ADT - 1 Content of E-Form ADT-1 Whether company is falling under any class of companies u/s 139(2) Whether joint auditors have been appointed Category of Auditor Income Tax PAN of auditor or auditor’s firm Name of the auditor or auditor’s firm Membership Number of auditor or auditor’s firm’s registration number Address of the Auditor or auditor’s firm Period of account for which appointed Number of financial year(s) to which appointment relates Whether the appointment of auditor is within the limits of twenty companies as specified in sub section 3(g) of section 141 Whether auditor(s) has been appointed in the annual general meeting (AGM) - If yes, date of AGM Date of appointment CS Manish Gupta, Practising Company Secretary

Form ADT - 1 Content of E-Form ADT-1 Whether auditor is appointed due to casual vacancy in the office of auditor Specify the SRN of relevant form Person vacated the office Mention the membership number of auditor or Registration number of auditor’s firm who has vacated the office Mention the date of such vacancy Reasons of the casual vacancy Due Date of Filing Within 15 days from the date of appointment. Person signing the form Director CS Manish Gupta, Practising Company Secretary

Financial Statement Section 2(40) CS Manish Gupta, Practising Company Secretary

Signatories to Financial Statement One Person Company Any One Director Other Companies Chairperson or Two Directors; CEO, if Director; CFO Company Secretary CS Manish Gupta, Practising Company Secretary

Due date of filing of FS (Section 137) Adopted Financial Statement Within 30 days from the date of AGM Not Adopted at AGM or AGM not held Un-adopted, within 30 days Registrar to register as provisional Fresh filing on adoption at Adjourned AGM AGM not held – File with reasons in 30 days One Person Company – 180 days CS Manish Gupta, Practising Company Secretary

Filling of Form AOC 4  General Information of the Company Authorised Capital / No. of members Pre-filled – Want to Change – First file SH. 7 or get master data updated. CIN – Click Pre-fill ButtonCompany must be active. Name, Address, IDPre-filled, New mail ID can be updated. Financial YearStarting date may be post 1 st April, FY should be as per CA, 2013 Date of BM, where financial are approved. Original or Adjourned, if any Nature of Financial StatementProvisional / Adopted / Re-opening/ Revised CS Manish Gupta, Practising Company Secretary

Filling of Form AOC 4  General Information of the Company Details of signatories of financial statements DIN / PAN of Signatories must be associated with Company - Filing must be up-to-date. Whether the company has a subsidiary Company. Based on the number entered, maximum 20 blocks would be enabled. In case CIN is not available, enter the name manually. Details of the AuditorsNumber of Auditors, Name, PAN, Category, Address, SRN of ADT. 1, etc. Type of IndustryCommercial & Industrial (C&I) Banking Company Insurance Company Power Company NBFC registered with RBI CS Manish Gupta, Practising Company Secretary

Filling of Form AOC 4 Part B: I.Balance Sheet II.Detailed Balance sheet items A.Details of long term borrowings (unsecured) B.Details of short term borrowings (unsecured) C.Details of long term loans and advances (unsecured, considered good) D.Details of long term loans and advances (doubtful) E.Details of trade receivables III.Financial parameters - Balance sheet items (Amount in Rupees) as on financial year end date. IV.Share capital raised during the reporting period (Amount in Rupees) V.Details related to cost records and cost audit. CS Manish Gupta, Practising Company Secretary

Filling of Form AOC 4 Segment II: Information & Particulars in respect of P&L I.Statement of Profit and Loss II.Detailed Profit and Loss items (Amount in Rupees) A.Details of earning in foreign exchange B.Details of expenditure in foreign exchange III.Financial parameters - Profit and loss account items (Amount in Rupees) during the reporting period. IV.Details related to principal products or services of the company - Turnover of the product or service category (in Rupees) - Turnover of highest contributing product or service (in Rupees) ITC: Ministry of Commerce & Industry, NPCS: Ministry of Statistics & Programme Implementation CS Manish Gupta, Practising Company Secretary

Filling of Form AOC 4 Segment III: Reporting of CSR  Average net profit of the company for last three financial years.  Prescribed CSR Expenditure (2 % of the amount as in item 1 above)  Total amount spent on CSR for the financial year.  Amount spent in local area  Manner in which the amount spent during the financial year. Product or activity Sector State District Budget Amount spent on project Admin Overhead  Give details (name, address and address) of implementing agency(ies) CS Manish Gupta, Practising Company Secretary

Filling of Form AOC 4 Segment IV: Disclosure about RPT Bifurcation of Arms Length Transactions & transactions not at arm’s length basis  Name(s) of the related party  Nature of relationship  Nature of contracts/ arrangements/ transactions  Duration of the contracts / arrangements/ transactions  Date of approval by the Board  Amount paid as advances, if any  Date of SR passed in general meeting under section 188 (only for transactions not at arm’s length basis). CS Manish Gupta, Practising Company Secretary

Filling of Form AOC 4 Segment V: Auditors Report Segment V: Miscellaneous Whether the Secretarial Audit is applicable Whether detailed disclosures with respect to Directors’ report under sub-section (3) of section 134 is attached CS Manish Gupta, Practising Company Secretary

Annual Return – MGT. 7 General Information: Information upto close of FY not AGM. Extracts to be part of Board Report. Applicable to all the Companies CS Manish Gupta, Practising Company Secretary

Registration & Other Details Turnover & Net worth Share Capital & Transfer Principal Business Activities Subsidiaries / Associates / JV Shareholding Pattern Directors & KMP IndebtednessMeeting Details Remuneration Certification on Compliances Penalties, etc. Summary - Contents Annual Return – MGT. 7 CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… 1.Registration & Other Details: PAN of the Company (Mandatory) CIN / GLN Name of Company, Registered Office, Date of Incorporation, Type of Company, Category of Company (Pre-fill). ID, Telephone (mandatory – Pre-filled), Changed – make the changes. Having Share Capital – Yes /No Listed – Yes / No Financial Year Details of AGM – Date, Due Date, Extension, if any. CIN of Registrar & Transfer Agents CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… 2. Principal Business Activities: Number of Business activities (Max. 10 rows). CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… 3. Particulars of Holding, Subsidiaries, JV & Associate Cos.:

Contents of Annual Return…. 4. Share Capital, Debenture or other securities of the Company: Share Capital: Equity, Preference, Unclassified, Brake-up Details of Stock split, consolidation (Each Class of Shares) Details of shares/Debentures Transfers since closure date of last financial year (more than 10- Separate Sheet / CD). Date of Previous AGM Date and number of Registration of Share Transfer Indebtedness including debentures (Outstanding as at the end of financial year). CS Manish Gupta, Practising Company Secretary

Contents of Annual Return…. 5. Turnover and Net Worth of the Company: Turnover as per section 2(91) Net worth as per section 2(57) of the CA, 2013 CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… 6. Shareholding Pattern (For Listed Companies) Promoters (Indian / Foreign). Public (Indian / Foreign) – as of now, non- promoters will be shown as Public Shareholders, even in case of Private Companies. CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… 7. No. of Promoters, Members & Debenture holders : At the beginning of the year Additions during the year Cessations during the year At the end of the year CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… 8. Details of Directors & KMPs: Composition of Board of Directors, % of Shares held Details of directors and KMP as on the closure of financial year Particulars of change in director(s) and Key managerial personnel during the year. CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… 9. Meetings of members / class of members/board/committee : Member: Number of meeting held, Type of meeting, Date of meeting, Total Number of Members entitled to attend meeting, Attendance (number / % of shareholding) Board: Number of meeting held, Date of meeting, Total Number of Directors as on date of meeting, Attendance (number / % of attendance – Pre-filled) Committee: Number of meeting held, Type of meeting, Date of meeting, Total Number of members as on date of meeting, Attendance (number / % of Shareholding) Attendance Details of each Director w.r.t Board Meeting, Committee Meeting & AGM of CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… 10. Remuneration of Directors & KMP : NIL option, if no remuneration Details of remuneration of MD / WTD / Manager. Details of remuneration of CEO, CFO and CS. Number of other directors whose remuneration details to be entered. Name, Designation, Gross salary, Commission, Stock Option/Sweat equity, Others, Total Amount. CS Manish Gupta, Practising Company Secretary

Contents of Annual Return…. 11. Matters related to Certification of Compliances & Disclosure: Compliance to be specified as Yes/NO Non-compliance to be reported in BOX Given with reason and supporting documents. CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… 12. Penalties and Punishment thereof: Details of penalties / punishment imposed on company/directors /officers – If no - NIL If imposed – Details to be provided in tabular form. Details Of Compounding Of Offences 13. Whether complete list of shareholders, debenture holders has been enclosed as an attachment – Yes / NO CS Manish Gupta, Practising Company Secretary

Contents of Annual Return…. 14. Compliance of Section 92(2): In case of a listed company or Company having paid up share capital of Rs. 10 Crores or more or Turnover of Rs. 50 Crores or more, Company Secretary in whole time practice to Certify the annual return in form MGT-8. Details of PCS certifying the annual return in form MGT-8 – Name, Certificate of Practice Number. CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… Declaration: I am authorized by the Board of Directors of the company vide resolution number …………… to sign this form and declare that all the requirements of the Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been compiled with. I further declare that: 1.Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the company. 2.All the required attachments have been completely and legibly attached to this form. Note: Attention is also drawn to the provisions of Section 447, section 448 and 449 of the CA, 2013 which provide for punishment for fraud, punishment for false statement and punishment for false evidence respectively. CS Manish Gupta, Practising Company Secretary

Contents of Annual Return… Attachments: 1.List of share holders, debenture holders; 2.Approval letter for extension of AGM; 3.Copy of MGT-8, if applicable; 4.Optional Attachment (s), if any. CS Manish Gupta, Practising Company Secretary

Who can sign Annual Return – Section 92 One Person Company / Small Company Company Secretary, if any, otherwise Director Other Companies Director & Company Secretary. Director & PCS, if no regular CS CS Manish Gupta, Practising Company Secretary

CS Manish Gupta Vice Chairman – NIRC of ICSI Managing Partner, RMG & Associates, Company Secretaries Thank You