annual compliances as per companies act, 2013

Vi)

Town / City

State

Pin Code

6. Guarantee Company

7. Limited by shares

8. Unlimited Company

9. Company having share capital

10. Company not having share capital

11. Company Registered under Section 8

Country Name

Country Code

Telephone (With STD Area Code No.)

Fax Number

Email Address

Website

Name of the Police Station having jurisdiction where the

registered office is situated

Address for correspondence, if different from address of

registered office:

Registrar & Transfer Agents ( RTA ):-

Address

Town / City

State

Pin Code:

Telephone (With STD Area Code Number)

Fax Number :

Email Address

Name and Address of Registrar & Transfer Agents (RTA):- Full address and contact details to be given:

v)

Vii)

Rule 11(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)

ii)

Form No. MGT-7

ANNUAL RETURN

As on the financial year ended on 31/03/2015

Of

……………………………..Pri ate Li ited[Pursuant to Section 92(1) of the Companies Act, 2013

And

CIN:

Foreign Company Registration Number/ GLN

Registration Date [DD/MM/YY]

Category of the Company

[Pl. Tick]

1. Public Company

2. Private Company

Vi)

iii)

[Please tick whichever are applicable]

Sub Category of the Company

NAME AND REGISTERED OFFICE ADDRESS OF COMPANY:

Company Name

Address

Whether shares listed on recognized Stock Exchange(s) If yes,

details of stock exchanges where shares are listed

30th September, 2015AGM details-

Whether e te sio of AGM as gra ted – Yes / No. If es, provide reference number, date of approval letter and the period

up to which extension granted)

If Annual General Meeting was not held, specify the reasons for

not holding the same

1. Government Company

2. Small Company

3. One Person Company

4. Subsidiary of Foreign Company

5. NBFC

CS SHALU SARAF

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES [No. of Companies for which information is being filled]

At the end of the year

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the

company shall be stated)

NIC Code of the Product/ service

Total Authorized Capital at the beginning of the year

Changes during the year (Decrease)


Preference Share :-

S. N0 HOLDING/ SUBSIDIARY/ ASSOCIATE

% to total turnover of the company

1

2

3

CIN/ GLN

SN Name and Description of main products / services

Class of Shares Total Nominal value of

shares [Rs.]

NAME AND ADDRESS OF THE COMPANY

IV. SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY

i) Share Capital

a) Authorized Capital-

1

No. of shares

Equity Share :-

2

Nominal Value per share

(Rs.)

At the beginning of the year

Changes during the year (Increase)

Preference Share :-




Total Authorized Capital at the end of the year

b) Issued Share Capital

Total Nominal value of

shares [Rs.]



Unclassified Shares







(Rs.)

No. of sharesClass of Shares

Equity Share :-









Total Issued Share Capital at the beginning of the year

Total Issued Share Capital at the end of the year

Class of Shares Total Nominal value of

shares [Rs.]

Equity Share :-

No. of shares

c) Subscribed Share Capital


(Rs.)

CS SHALU SARAF

Number of shares

Face value per share

Fully-convertible ( for each type)


Changes during the year (Increase/Converted)


Total Amount of Debentures


Changes during the year (Increase/Redemption/Converted)


No. of Debentures Nominal Value per

Debentures (Rs.)

ii) Debentures

SN

1

2

Class of shares After split / Consolidation

Type of Debentures

Non-convertible ( for each type):-


Changes during the year (Increase/Redemption)


Partly-convertible ( for each type)


Changes during the year (Increase/Redemption)


Before split /consolidation

Total Nominal value of

Debentures [Rs.]

d) (i) Paid Up Share Capital-

Total Subscribed Share Capital at the end of the year



Total Subscribed Share Capital at the beginning of the year


Preference Share :-



Class of Shares

Equity Share :-


Changes during the year

1. Increase

i. Public Issue

ii. Private Placement / Preferential Allotment

iii. ESOS

iv. Sweat Equity

. Co e sio – P ef. sha es / De e tu esvi. Conversion into equity

No. of shares Total Nominal value of

shares [Rs.]


(Rs.)


Total Paid Up Share Capital at the beginning of the year

Total Paid Up Share Capital at the end of the year

d) (ii) Details of stock split / consolidation during the year (for each class of shares):-

vii. GDR / ADR

iii. Othe s, please spe if ………….2. Decrease

i. Buy-back

ii. Forfeiture

iii. Re-issue of forfeited shares

iv. Reduction

v. Others, please specify

CS SHALU SARAF

No. of

Securities

DEMAT Physical Total % of Total

Shares

DEMAT Physical Total % of Total

Shares

No. of Shares held at the beginning of the year [As

on 31-March-2014]

d) Bodies Corp.

e) Banks / FIs

f) Any other

Total shareholding

of Promoter (A)

Category of

Shareholders

2) Decrease-Premium on redemption

At end of the year

Total securities premium at the Beginning of the year

Change during the year

Increase

Decrease

Total securities premium at the end of the year

% Change

during the

year

A. Promoters

B. Public Shareholding

(1) Indian

Total Premium [Rs.]Premium per unit [Rs.]

i. Public Issue

ii. Private Placement / Preferential Allotment

iii. ESOS

i . Co e sio – P ef. sha es / De e tu esv. Conversion into equity

vi. GDR / ADR

ii. Othe s please spe if ………….2. Decrease

i) Utilization for issue of bonus shares

ii ……………………………..iii ………………………………At the end of the year

Premium on other Securities At the beginning of the year

No. of Securities


I ease –F esh issue

Class of Securities on which premium received

Premium on Equity [specify for each type ]



1. Increase

Nominal Value of each

Unit (Rs.)

Total Nominal Value (Rs.) Paid up Value of each Unit

(Rs.)

Total Paid up Value (Rs.)

iii) Other Securities-

Type of Securities

iv) Securities Premium Account-

V. Turnover and net worth of the company (as defined in the Act)

Net worth of the Company:

- Net worth at the end of the financial year: Rs.

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

i) Category-wise Share Holding

(i)

(ii)

Turnover:

- Turnover at the end of the financial year: Rs.

a) Individual/ HUF

b) Central Govt.

c) State Govt.(s)

No. of Shares held at the end of the year [As on 31-

March-2015]

CS SHALU SARAF

No. of

Shares

% of total

Shares of

the

company

% of Shares

Pledged/

encumbere

d to total

shares

No. of Shares % of total

Shares of

the

company

% of Shares

Pledged/

encumbered to

total shares

g) FIIs

B) Shareholding of Promoter-

1

2

SN Shareholder’s Na e Shareholding at the beginning of the

year

Shareholding at the end of the year % change in shareholding

during the year

i) Other (specify)

Sub-total (B)(1):-

a) Bodies Corp.

i) Indian

ii) Overseas

a) Mutual Funds

b) Banks / FI

c) Central Govt.

d) State Govt. (s)

e) Venture Capital

Funds

f) Insurance

Companies

1. Institutions

ii) Individual

shareholders

holding nominal

share capital in

excess of Rs 1 lakh

c) Other (specify)

Non Resident

Indians

Overseas

Corporate Bodies

Foreign Nationals

Clearing Members

Trusts

Foreign Bodies - DR

Sub-total (B)(2):-

h) Foreign Venture

Capital Funds

b) Individuals

i) Individual

shareholders

holding nominal

share capital up to

Rs. 1 lakh

Grand Total

2. Non-Institutions

Total Public

Shareholding

(B)=(B)(1)+ (B)(2)

C. Shares held by

Custodian for

GDRs & ADRs

CS SHALU SARAF

No. of

shares

No. of shares

No. of

shares

No. of shares

No. of

shares

No. of shares

DepositsUnsecured Loans

* 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)

Secured Loans excluding

deposits

% of total shares of the

company

Particulars

Indebtedness at the beginning

of the financial year

i) Principal Amount



Total (i+ ii+ iii)

Change in Indebtedness during

the financial year

Total Indebtedness

Shareholding of each Directors and each Key

Managerial Personnel

SN


company


company


E) Shareholding of Directors and Key Managerial Personnel:

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


Date wise Increase/ Decrease in Promoters

Shareholding during the year specifying the reasons

for increase/ decrease (e.g. allotment/ transfer/

bonus/ sweat equity etc.):


Shareholding at the beginning of the Cumulative Shareholding during the year


company

C) Cha ge i Pro oters’ Shareholdi g please spe if , if there is o ha ge

SN For Each of the Top 10 shareholders







company


company

VII) DETAILS OF MEMBERS, DEBENTURE HOLDERS AND OTHER SECURITIES HOLDER

Shareholding at the beginning of the

year

Cumulative Shareholding during the yearParticularsSN







D) Shareholding Pattern of top ten Shareholders:

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

Shareholding at the beginning of the

year

Cumulative Shareholding during the year

CS SHALU SARAF

Name

Country of Incorporation

Address of Registered Office

Individual/s

Full Name

Nationality

Address

Country :

Date of closure of previous financial year

Date of Registration of Transfer of Shares

Type of Security

Number of Shares

Nominal Value (each in Rs.)

Ledger Folio of Transferor:

T a sfe o ’s Na eLedger Folio of Transferee:

T a sfe ee’s Na e

Date of becoming a member/ other security holder:-

Address :

Town/City :

District :

State :

Status:

Share/ De e ture Holder/ Other se urit holder’s full Na e:Father’s/ Mother’s/ Spouse’s Na eJoi t Holder’s Full Na eType of Share/ Debenture/ other security

Number of Share/ Debentures/ Other securities held

Amount per Share/ other security (in Rs.)

Date of becoming a member/ other security holder:-

Address :

Town/City :

District :

State :

Country :

Ledger Folio of Share/ Debenture Holder/ Other security holder-

Share/ De e ture Holder/ Other se urit holder’s full Na e:

Joi t Holder’s Full Na eType of Share/ Debenture/ other security

Number of Share/ Debentures/ Other securities held

Amount per Share/ other security (in Rs.)

Ledger Folio of Share/ Debenture Holder/ Other security holder-

VIII) Details of shares / debentures transfers since the close of last financial year [or in the case of the first return at any time since the

incorporation of the Company.)

IX) PROMOTERS/DIRECTORS / KEY MANAGERIAL PERSONNEL AND CHANGES THEREIN

[Desig atio : - P- P o ote , C – Chai a , CMD- Chai a u Ma agi g Di e to , CW-Chai a u Whole ti e Di e to , W –Whole Ti e Di e to , CS –Co pa Se eta , M –Ma age , D –Di e to , MD – Ma agi g Di e to , CEO-Chief E e uti e Offi e , CFO-Chief Fi a ial Offi e ]

[Category: - I- Independent, N- Nominee, A- Alternate, ED-Executive Director, NED- Non- Executive Director]

1) Promoter:

Father’s/ Mother’s/ Spouse’s Na e

CS SHALU SARAF

No. of

Directors

No. of

Directors

Type of

Company*

Designation

**

% of total Number of

Directors

DIN: -

Full Name:

Father’s/ Mother’s / Spouse’s Na eNationality-

Date of Birth :

Designation:

Category:-

Occupation

Email-id:-

No. of Equity Shares held in the Company:-

Name of the Company CIN of the Company Date of Appointment Date of Cessation

Total ( A+B+C+)

% of total Number of

Directors

Category

Sub-total (B)

C. Nominee Directors

2) Details of Directors:

i) Composition of Board of Directors

At the end of the yearAt the beginning of the year

A. Promoter

i) Executive Directors

ii) Non-Executive Directors

Sub-total (A)

B. Non-Promoter

i) Executive Directors

ii) Non-Executive Directors & Independent Directors

iii) Non-Executive & non-Independent Directors

ii) Details of Individual Directors

i) representing lending institution/ banks

ii) representing investing institutions

iii) representing Gov

iv) representing small share holders

v) Others, if any

Sub-total (C)

Details of Directorships in other companies and changes therein

Date of Appointment

Date of Ceasing:

Residential Address:

Town / City :

District :

State :

Pin Code :

CS SHALU SARAF

Type of

Company*

Designation

**


Town / City :

District :

State :

Pin Code :

DIN/PAN / UIN/ PASSPORT NO

Full Name:

Fathe ’s/ Mothe ’s / Spouse’s Na eNationality-

Date of Birth :

Designation:

Date of Appointment

Date of Ceasing:

Full Name:

Father’s/ Mother’s / Spouse’s Na eNationality-

Date of Birth :

Designation:

Category:-

Occupation

Email-id:-

No. of Equity Shares held in the Company:-

Date of Appointment

Date of Ceasing:


Town / City :

District :

State :

Pin Code :

DIN: -

3] Key Managerial Personnel:

i) Managing Director / CEO / Manager/Whole time director

* Listed Co pa -L, U listed Pu li Co pa -U, P i ate Co pa -P, OPC –O ** C – Chai a , CMD- Chai a u Ma agi g Di e to , CW-Chai a u Whole ti e Di e to , W –Whole Ti e Di e to , D –Di e to , MD – Ma agi g Di e to , ED- E e uti e Di e to , NED- No -E e uti e Di e to , AD- Alte ate Di e to

Details of Directorships in other companies and changes therein

Name of the Company CIN of the Company Date of Appointment Date of Cessation

CS SHALU SARAF

Number

iv) Others:

iii) Chief Financial Officer


Full Name:


Date of Birth :

Designation:

Type of meeting Date of meeting

Annual General Meeting [AGM]

Extra-Ordinary General Meeting [EOGM]

Class Meeting

NCLT/ Court

Requisitioned

Membership No.

X. MEETINGS OF MEMBERS/ CLASS OF MEMBERS/ BOARD/ COMMITTEES OF THE BOARD OF DIRECTORS

A. MEMBERS/ CLASS/ REQUISITIONED/ NCLT/ COURT CONVENED MEETING:

Total Number of Members

entitled to attend meeting

Attendance

% of total shareholding

Date of Ceasing:


Town / City :

District :

State :

Pin Code :


Full Name:


Date of Birth :

Designation:

Date of Appointment

Date of Ceasing:


Town / City :

District :

State :

Pin Code :

Membership No.

Date of Appointment


Full Name:


Date of Birth :

Designation:

Date of Appointment

Date of Ceasing:


Town / City :

District :

State :

Pin Code :

Membership No.

ii) Company Secretary

CS SHALU SARAF

No of

Meeting

Held

No. of

Meeting

attended

% of

attendance

No of

Meeting Held

No. of

Meeting

attended

% of

attendance

----- ---- ---- ---

1

4

(b) Value of perquisites u/s 17(2) Income-tax Act,

1961

Total (A)

Ceiling as per the Act

Total Amount

(c) Profits in lieu of salary under section 17(3) Income-

tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profit

- othe s, spe if …Others, please specify

XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN

2

3

Name of MD/WTD/ Manager

5

Particulars of Remuneration

Gross salary

(a) Salary as per provisions contained in section 17(1)

of the Income-tax Act, 1961

Committee Meetings (Taking all the

Committee Meetings together of which a

Director is a member Whether attended last

AGM held on... (Y/N)Name of the DirectorS. No.

Board of Meetings

No. of Committees

Name of the Committee

D. ATTENDANCE OF DIRECTORS

No. of Directors attended % of Attendance

S. No. Date of meeting Total No. of Directors on the Date of

Meeting

No. of Directors attended

B. BOARD MEETINGS:

C. COMMITTEE MEETINGS

S. No. Date of meeting Total No. of Directors on the Date of

% of Attendance

CS SHALU SARAF

----- ---- ---- ---

CEO CS CFO Total

Section of the

Companies

Act

Brief

Description

Details of

Penalty/

Punishment/

Compounding

fees imposed

Authority

[RD / NCLT/

COURT]

Appeal

made, if any

(give

Details)

XIII. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND DISCLOSURES

Penalty

Punishment

Compounding

Type

A. COMPANY:

Penalty

Punishment

Compounding

B. DIRECTORS:

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT:

XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

1

4

2

3

5

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

Stock Option

Sweat Equity

Commission

- as % of profit

Othe s, spe if …Others, please specify

Total

SN Particulars of Remuneration

Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act

1

2

Particulars of RemunerationSN

Independent Directors

Fee for attending board committee meetings

Commission

Others, please specify

Total (1)

Other Non-Executive Directors


Commission


Name of Director Total Amount

Key Managerial Personnel

B. Remuneration to other directors

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

CS SHALU SARAF

Date Of The

Event

Due date for

filing/

compliance

Date of

Filing SRN/

SR

compliance

Concerned

with Authority

(ROC/ NCL/

Court)

Name of FIIs Address Country Of Incorporation Registration No. with SEBI/

RBI

% of share holding

7

XIV. Details i respe t of shares held or o ehalf of the FII’s.

6

Number of votes cast For

Against

Brief Particulars of resolutionDetails of resolutions passed by postal ballot

5

Contracts or

arrangements in which

directors are interested/

related party

transactions

Name of the director /

related party

Date of disclosure of

interest

Date of contract /

arrangement

Brief particulars of the

contract /arrangement

RemarksParticulars of inter-

corporate loans,

investments, etc.

Name of the body

corporate

Aggregate amount of

loans, investments during

the year (for each body

corporate)

Relation with such body

corporate (whether it is

holding, subsidiary or

associate)

Delisting of Shares /

Securities, if any

Name of Stock Exchange from where it is delisted Date of Delisting Remarks3

4Date of ChangeNominal Value per share after Change

Nominal Value per share before

Change

Change in Nominal Value

of Shares

No. of Days for which

Register of Members was

closed

Date of Public NoticePurposeDate of Closure of

Register / Record Date

Closure of Register of

Members/Debenture

Holders/other security

holders

1

RemarksDividend Per SharePercentageDate of DeclarationDeclaration of Dividend2

B. DISCLOSURES

A. CERTIFICATION OF COMPLIANCES

Details of events / matters in respect of which the company was liable to file returns or comply with requisite provisions of the Companies Act and

rules made hereunder;-

Description of the Event/

Matter

Reasons for delay, if anySection & Description

CS SHALU SARAF

(f) Where the annual return discloses the fact that the number of members, except in case of a one person company, of the company exceeds

two hundred, the excess consists wholly of persons who under second proviso to clause (ii) of sub-section (68) of section 2 of the Act are not to

include in the reckoning the number of two hundred.

(g) The Company continues to be a Private Company during the financial year.

Certificate to be given only by One Person Company / Small Company)

(h) The Company continues to be one Person Company / small company.

Signed By-

Notes:-

1. Under Section 92(1) of the Act, the Annual Return is to be signed both by a Director and a Company Secretary, or where there is no Company

Secretary, by a Company Secretary in practice.

2. Under proviso to Section 92(1) of the Act, the Annual Return of a One Person Company and a Small Company shall be signed by the Company

Secretary or where there is no Company Secretary, by a director of the company.

3. Under sub section (2) of Section 92 of the Act, the Annual Return of a listed company or by a company having such paid-up capital and turnover

as may be prescribed shall also be certified by a company secretary in practice in the prescribed manner.

Directors

Company Secretary /Company Secretary in Practice

Section

186(2) [loan and investment by company]

180(1)(c) [restrictions on powers board]

Brief Description Limit (Rs.)

(3) Disclosure of Directors:-

· All the Directors have furnished notices in form 12.1 and additional disclosures, wherever applicable, during the year;

· Each independent director has given a declaration that he meets the criteria of independence as provided in sub-section (6) of section 149.

(4) The Company has duly appointed/re-appointed -----------Chartered Accountant as the Auditor of the Company at the annual general

meeting held on-----------------

We certify that:

(a) The return states the facts, as they stood on the date of the closure of the financial year aforesaid correctly and adequately.

(b) The whole of the amount of unpaid/ unclaimed dividend/other amounts as applicable have been transferred to the Investor Education and

Protection Fund in accordance with section 125 of the Act.

(c) The Company has maintained all the registers as per the provisions of the Act and the rules made there under and

(d) Unless otherwise anything in contrary is stated expressly elsewhere in this Return, the Company has complied with the applicable provisions of

the Act during the financial year.

(Certificates to be given by Private Companies)

(e) The company has not, since the date of the closure of the last financial year with reference to which the last return was submitted or in the

case of a first return since the date of the incorporation of the company, issued any invitation to the public to subscribe for any securities of the

company.

a A ou t spe t the o pa du i g the fi a ial ea i pu sua e of its Co po ate So ial Respo si ilit poli –(b) The amount spent as percentage of the average net profits of the company made during the three immediately preceding financial years-

(2) Limits under following sections of the Act:-

(1) Corporate Social Responsibility:-

XV. OTHER DISCLOSURES

CS SHALU SARAF

To

The Members,

BOARD REPORT

You Di e to s ha e pleasu e i su itti g thei …… A ual Repo t of the Co pa togethe ith the Audited State e ts of A ou ts fo the ea e ded st Ma h, ………

The Co pa ’s fi a ial pe fo a e fo the ea u de e ie alo g ith p e ious ea ’s figu es a e given hereunder:

Profit available for appropriation

Balance carried to Balance Sheet

Profit before Financial Expenses, Preliminary expenses,

Depreciation and Taxation

Add: Balance brought forward

Less: Financial expenses

Operating profit before Preliminary expenses,

Depreciation & TaxationLess: Depreciation & Preliminary expenses written off

Profit before Taxation

PARTICULARS

Sales for the year

Other Income

Total Income

YEAR ENDED

31.03.2015

YEAR ENDED

31.03.2014

1. Financial Summary or performance of the company:

Less : Provision for Taxation

Current Tax

Deferred Tax

Profit after Taxation

Add: Charge pursuant to the adoption of revised

Schedule II

Add: Charge on account of transitional provisions under

AS 15

2. Transfer to reserves

The Company has not transferred any amount to reserves.

Earning per share (Basic)

Earning per Share (Diluted)

Amount transfered to General Reserve

CS SHALU SARAF

You Di e to s a e pleased to e o e d a di ide d of Rs…pe sha e agg egati g to Rs…..pe sha e for the current financial year. The dividend if approved and declared in the forthcoming Annual

Ge e al eeti g ould esult a Di ide d outflo of Rs………a d di ide d Dist i utio Ta of Rs…… agg egati g a total outflo of Rs…………..

No Dividend was declared for the current financial year due to conservation of Profits/ due to loss

incurred by the Company / due to insufficient profit.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the

fi a ial ea …………is due fo e itta e o …………..to the I esto Edu atio a d P ote tio Fu d established by the Central Government.

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section

125 of the Companies Act, 2013 do not apply.

3. DIVIDEND

I the o th of …………the Co pa de la ed a I te i Di ide d of Rs……pe sha e. You Di e to s a e pleased to e o e d a fi al di ide d of Rs……pe sha e agg egati g to Rs…..pe sha e oth inclusive interim and final) for the current financial year. The dividend if approved and declared in the

fo th o i g A ual Ge e al eeti g ould esult a total Di ide d outflo of Rs………a d Di ide d Dist i utio Ta of Rs…… agg egati g a total outflo of Rs…………..

Or

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend

declared and paid last year.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Production and Profitability

b. Sales

c. Marketing and Market environment

Or

Or

Or

d. Future Prospects including constraints affecting due to Government policies

6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE

COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL

STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred

between the ends of the financial year to which this financial statements relate on the date of this

report

Or

The following material changes and commitment occurred during the year under review affecting the

financial position of the Company.

CS SHALU SARAF

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange

Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule

of the Co pa ies A ou ts Rules, is fu ished i A e u e…….a d is atta hed to this report.

Or

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was

no foreign exchange inflow or Outflow during the year under review.

Or

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. The total

Fo eig E ha ge I flo as Rs…………….a d Outflo as Rs…………………..du i g the ea u de review.

Or

The Company does not have any Risk Management Policy as the elements of risk threatening the

Co pa ’s e iste e is e i i al.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE

SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as

the said provisions are not applicable.

Or

The Company has developed and implemented the following Corporate Social Responsibility initiatives

during the year under review.

8. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

POLICY OF THE COMPANY

The Company has adopted the following measures concerning the development and implementation

of a Risk Management Policy after identifying the following elements of risks which in the opinion of

the Board may threaten the very existence of the Company itself.

a.

b.

c.

d.

The A ual Repo t o Co pa ’s CSR a ti ities of the Co pa is fu ished i A e u e…. a d attached to this report.

Or

The Company has made the relevant provisions for CSR activities in the Books of Accounts and has

deposited the money in a separate Bank Account. The Company shall find out ways and means to

spend the same in the coming months and shall submit the relevant report in the ensuing year. The

Company could not spend the money before finalizing this report as the time was too short to identify

suitable projects for spending the same.

CS SHALU SARAF

There was no loans, guarantees or investments made by the Company under Section 186 of the

Companies Act, 2013 during the year under review and hence the said provision is not applicable.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186

is fu ished i A e u e…..a d is atta hed to this epo t.Or

There was no contract or arrangements made with related parties as defined under Section 188 of the

Companies Act, 2013 during the year under review.

12. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR

DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR

REPORTS

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT, 2013

The particulars of Loans, guarantees or investments made under Section 186 is furnished in Annexure

…..A d is atta hed to this epo t.Or

The explanations /comments made by the Board relating to the qualifications, reservations or adverse

remarks made by the Auditors and the Practicing Company Secretary in their respective reports are

fu ished A e u e …. A d …. A e atta hed to this epo t.Or


e a ks ade the Audito s i thei epo t a e fu ished A e u e …. A d is atta hed to this epo t. There was no adverse comments, qualifications or reservations or adverse remarks in the Secretarial

Audit Report.

There was no qualifications, reservations or adverse remarks made by the Auditors in their report. The

provisions relating to submission of Secretarial Audit Report in not applicable to the Company.

Or

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by

the Practicing Company Secretary in their respective reports.

Or


e a ks ade the Audito s i thei epo t a e fu ished A e u e … a d is atta hed to this epo t. The provisions relating to submission of Secretarial Audit Report in not applicable to the Company.

Or

CS SHALU SARAF

. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee

are not applicable to the Company and hence the Company has not devised any policy relating to

appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive

attributes, independence of Directors and other related matters as provided under Section 178(3) of

the Companies Act, 2013.

Or

(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. - Not applicable to Private Limited Company.

The Co pa ’s Poli elati g to appoi t e t of Di e to s, pa e t of Ma age ial e u e atio , Di e to s’ ualifi atio s, positi e att i utes, i depe de e of Di e to s a d othe elated atte s as p o ided u de Se tio of the Co pa ies A t, is fu ished i A e u e …. A d is atta hed to this report

14. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the

Co pa ies Ma age e t a d ad i ist atio Rules, is fu ished i A e u e ….. A d is atta hed to this Report.

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

The Co pa had ……Boa d eeti gs du i g the fi a ial ea u de e ie .

16. DIRECTORS RESPONSIBILITY STATEMENT

Internal financial control means the policies and procedures adopted by the Company for ensuring the

o de l a d effi ie t o du t of its usi ess i ludi g adhe e e to Co pa ’s poli ies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and

completeness of the accounting records and the timely preparation of reliable financial information.

(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.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby

su it its espo si ilit State e t:—

CS SHALU SARAF

S.NO.

a)

b)

The Independent Directors have submitted their disclosures to the Board that they fulfill all the

requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves

to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the

relevant rules.

Or

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to

our Company.

19. DIRECTORS

There was no Director who got re-elected/ re-appointed during the year under review

M .……………… ho as appoi ted as Additio al Di e to o …………….a d holds the said offi e till the date of the Annual General Meeting. A notice has been received from a member proposing his

candidature for his reappointment.

Or

M .……………a d M .…………………. eti e at this A ual Ge e al Meeti g a d ei g eligi le offe themselves for reelection.

20. DECLARATION OF INDEPENDENT DIRECTORS

AMOUNT (IN RS.)PARTICULARS

a) Amount accepted during the year

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

Or

The details of deposits accepted/renewed during the year under review are furnished hereunder

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

Or

The details of financial performance of Subsidiary/ Joint Venture/Associate Company is furnished in

A e u e …. A d atta hed to this epo t.

ii) maximum during the year

iii) at the end of the year

c)

b) Amount 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

CS SHALU SARAF

21. STATUTORY AUDITORS

M/s __________________, Cha te ed A ou ta ts, ……………… e e appoi ted as Statuto Audito s fo a pe iod of ………. ea s i the A ual Ge e al Meeti g held o ………… Thei o ti ua e of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual

General Meeting. The Company has received a certificate from the above Auditors to the effect that if

they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies

Act, 2013.

22. RISK MANAGEMENT POLICY

b.

c.

The a o e o positio of the Audit Co ittee o sists of i depe de t Di e to s iz., M .……………… a d M .………….. Who fo the ajo it ?

The Company has established a vigil mechanism and overseas through the committee, the genuine

concerns expressed by the employees and other Directors. The Company has also provided adequate

safeguards against victimization of employees and Directors who express their concerns. The

Company has also provided direct access to the chairman of the Audit Committee on reporting issues

concerning the interests of co employees and the Company.

24. SHARES

a. BUY BACK OF SECURITIES

The Statement showing the details regarding the development and implementation of Risk

Ma age e t Poli of the Co pa is fu ished i A e u e…. a d atta hed to this epo t. The isk management includes identifying types of risks and its assessment, risk handling and monitoring and

reporting.

23. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies

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

Or

The Audit Co ittee o sists of the follo i g e e ’s

a.

The Co pa has ought a k …………..e uit sha es of Rs…..ea h fo a total o side atio of Rs……………i a o da e ith the p o isio s of Se tio of the Co pa ies A t, ead ith Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014. The said buy back of shares

o stituted ……% of the total paid up Capital a d f ee ese es.

Or

The Company has not bought back any of its securities during the year under review.

CS SHALU SARAF

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

The Co pa has issued ……sha es of Rs………as Bo us Sha es to the e isti g sha eholde s of the Co pa i the p opo tio of …….sha e fo e e …….sha es held i a o da e ith the p o isio s of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies(Share Capital and

Debentures), Rules 2014.

Or

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

b. SWEAT EQUITY

The Co pa has issued ……….E uit of Sha es of Rs…..ea h as S eat E uit i a o da e ith the provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital

and Debentures) Rules, 2014

Or

Director Director

Date:

Place:

The Co pa had issued ……….E uit Sha es of Rs. /- agg egati g to Rs……………u de the E plo ees Stock Option Plan during the year under review.

Or

The Company has not provided any Stock Option Scheme to the employees.

25. 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

CS SHALU SARAF

1.

2.

3.

4.

5.

6.

7.

S.

No.

1

2

3

S.

No.

1

2

3

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

Name and Description of main products/

services

NIC Code of the Product/ service % to total turnover of the company

c) State Govt(s)

d) Bodies Corp.

e) Banks / FI

f) Any other

Total shareholding of

Promoter (A)

A. Promoter s

(1) Indian

a) Individual/ HUF

b) Central Govt

e) Venture Capital Funds

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt

d) State Govt(s)

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]

Category of Shareholders %

Change during

the year

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

Category-wise Share Holding

Name and Description of main products/

services

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

% to total turnover of the companyNIC Code of the Product/ service

I. REGISTRATION & OTHER DETAILS:

Name of the Company

Category/Sub-category of the Company

Address of the Registered office & contact details

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014.

Whether listed company

Name, Address & contact details of the Registrar & Transfer Agent, if

any.

CIN

Registration Date

CS SHALU SARAF

B) Shareholding of Promoter-

No. of

Shares

No. of

Shares

1

2

3

4

5

6

7

8

9

10

% of total Shares of

the company

C. Shares held by Custodian

for GDRs & ADRs

ii) Overseas

f) Insurance Companies

g) FIIs

h) Foreign Venture Capital

Funds

i) Others (specify)

Grand Total (A+B+C)

Foreign Nationals

Clearing Members

Trusts

Foreign Bodies - D R

Sub-total (B)(2):-

Total Public Shareholding

(B)= (B)(1)+ (B)(2)

b) Individuals

i) Individual shareholders

holding nominal share

capital upto 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

Sub-total (B)(1):-

2. Non- Institutions

a) Bodies Corp.

i) Indian

% change in

shareholding

during the year

Shareholding at the end of the year

% of Shares Pledged/

encumbered to total

shares

% of Shares Pledged/

encumbered to total

shares

Shareholding at the beginning of the year

C) Cha ge i Pro oters’ Shareholdi g (please specify, if there is no change)

SN

% of total Shares of

the company


% of total shares of the company


No. of sharesNo. of shares % of total shares of the company

SN

CS SHALU SARAF

Total

Indebtedness

----- ---- ---- ---

2

3

4

5

Commission

Change in Indebtedness during the financial year

Ceiling as per the Act


Total (A)

SN 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

D) Shareholding Pattern of top ten Shareholders:

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

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors

and each Key Managerial

Personnel


Date wise Increase / Decrease in

Promoters Shareholding during

the year specifying the reasons

for increase bonus/ sweat equity

etc.):

/decrease (e.g. allotment / At the end of the year

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.


% of total shares of

the company



company

No. of shares No. of shares

* Addition

* Reduction

Net Change

Indebtedness at the end of the financial year

i) Principal Amount


Indebtedness at the beginning of the financial year

i) Principal Amount



Total (i+ii+iii)

DepositsUnsecured Loans

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Particulars of RemunerationSN. 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

Stock Option

Sweat Equity


Total (i+ii+iii)

Secured Loans

excluding deposits

CS SHALU SARAF

----- ---- ---- ---

CEO CS CFO Total

2

3

4

5

Authority

[RD/ NCLT/

COURT]

Other Non-Executive Directors


Total AmountName of DirectorsParticulars of Remuneration

B. Remuneration to other directors

SN.

1

2

Independent Directors


Commission


Total (1)

Total

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD

Commission


Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act

(b) Value of perquisites u/s 17(2) Income- tax Act, 1961


- as % of profit

othe s, spe if …

Commission

Sweat Equity

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

Stock Option

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,

1961

Gross salary

Penalty

Punishment

Compounding

Section of the

Companies Act

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN

DEFAULT

Type

A. COMPANY

Details of Penalty/

Punishment/

Compounding fees

imposed

Brief Description

Penalty

Punishment

Key Managerial PersonnelSN

1

Particulars of Remuneration

Appeal made, if any (give

Details)

CS SHALU SARAF

SL. No.

a)

b)

c)

d)

e)

f)

g)

h)

SL. No.

a)

b)

c)

d)

e)

f)

For shall e sig ed the people ho ha e sig ed the Board’s Report.

Salient terms of the contracts or arrangements or transaction

including the value, if any

Date of approval by the Board

Amount paid as advances, if any

Name (s) of the related party & nature of relationship

Nature of contracts/arrangements/transaction

Duration of the contracts/arrangements/transaction

Amount paid as advances, if any

Date on which the special resolution was passed in General meeting

as required under first proviso to section 188

. Details of o tra ts or arra ge e ts or tra sa tio s at Ar ’s le gth asis.

DetailsParticulars

Salient terms of the contracts or arrangements or transaction

including the value, if any

Justification for entering into such contracts or arrangements or

t a sa tio s’Date of approval by the Board

Name (s) of the related party & nature of relationship

Nature of contracts/ arrangements/ transaction

Duration of the contracts/ arrangements/ transaction

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.

. Details of o tra ts or arra ge e ts or tra sa tio s ot at Ar ’s le gth asis.

DetailsParticulars

CS SHALU SARAF

(iii) the capital investment on energy conservation equipments: NIL

(B) Technology absorption-

(i) the efforts made towards technology absorption: NIL

(ii) the benefits derived like product improvement, cost reduction, product development or import

substitution: NIL

ANNEXURE – A

Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) the Companies

(Accounts) Rules, 2014 and forming part of the Report of the Directors

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy: NIL

(ii) the steps taken by the company for utilising alternate sources of energy: NIL

Total Foreign Exchange used:

(iii) in case of imported technology (imported during the last three years reckoned from the beginning

of the financial year)- : NIL

(iv) the expenditure incurred on Research and Development: NIL

(C) Foreign exchange earnings and Outgo-

The Co pa ’s ai li e of usi ess is a ufa tu i g a d e po ti g studded gold Je elle . The Company has achieved Export Turnover of `12237.10 lakhs during the year under report 2014-2015, as

compared to `13129.65 lakhs in the previous year, 2013-2014.

(`in Lakhs)

2013-20142014-2015Particulars

Total Foreign Exchange Received (F.O.B. Value of Export)

i) Raw Materials

ii) Consumable Stores

iii) Capital Goods

iv) Foreign Travels

v) Others

CS SHALU SARAF

annual compliances as per companies act, 2013

Law