As all of us aware that there are some Resolutions {Mention under Section179(3)} which company required to file with ROC inform MGT-14 ...
As all of us aware that there are some Resolutions {Mention under Section179(3)} which company required to file with ROC inform MGT-14 within 30 days of passing of resolution. {In my earlier Article mentioned list of Resolution which we require to file with ROC).
If you required that list mail me on
csdiveshgoyal@gmail.com
1. Draft Detailed Agenda for Private Companies under Companies Act- 2013, by covering maximum resolution (which will help Companies to *save cost of Filling of e-form MGT-14 on different-2 time in future).
2. Draft Minutes for According to given Agenda.
3. Draft Notice Calling Board Meeting.
4. Draft Attendance Sheet of meeting.
5. Draft Notice Calling Annual General Meeting.
6. If Auditor Absence from AGM than a Leave of Absence from the Auditor of company.
7. Draft Director Report for F.Y. Ended on 31st March, 2014.
8. Draft Consent and certification of qualification of Auditor.
9. Draft Minutes of Annual General Meeting.
Now the question is! How This Agenda will help to save the Cost:
1. Company has to file More than 50 resolutions with ROC in e-form MGT-14 (As per my earlier article).
2. If company pass resolutions mention in Section 179(3) in different Board Meetings then company has to file separate MGT-14, this will incurred cost every time on filling of e-form.
Example:
·
Borrow Money in excess of Limit mentioned u/s 180(1) (c).
·
Approval of Annual Accounts.
·
Approval of Directors Report.
·
Filling resolution for adoption of disclosure of interest by director
u/s 184(1) in MBP-1, If there is any change from last given MBP-1 (From the
MBP-1 given by director in earlier meeting).
DRAFT DETAILED AGENDA
FOR THE BOARD MEETNG REQUIRED HOLDING BEFORE ANNUAL GENERAL MEETING OF PRIVATE
COMPANY:
ON LETTER HEAD OF
COMPANY WITH CIN AND TELEPHONE NO.
AGENDA FOR THE MEETING OF BOARD OF DIRECTORS OF NAME
OF COMPANY PRIVATE LIMITED HELD ON DAY OF MEETING THE DATE OF MEETING AT TIME
OF MEETING A.M. AT REGISTERED OFFICE AT ADDRESS OF PLAE OF MEETING.
To Elect the Chairman of the
Meeting.
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To grant leave of absence, if any, to the Directors of the Company.
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To consider and approve minutes of the previous Board Meeting.
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 To take note of general disclosure of interest of Directors under
section 184(1) in Form MBP-1.
(As per Section-184(1) all the directors are require to disclose
their interest (Including Share Holding Interest), even if directors are not
interested Nil disclosure are require to give by them at the Board Meeting
of company if there is any change in their interest from the disclosure given
by them in the previous Board Meeting).
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To authorize Mr._______________ to e-file MGT-14 in respect of
resolutions passes u/s 179(3) read with Companies (Management and
Administration rules), 2014
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To Borrow Money upto Rs. ----------- lacs.
(As per Section 179(3) there is require to file e-form MGT-14 for
resolution passed for Borrow Money, but it, company borrow or planning to
borrow money exceed the limit mention in Section 180(1)(c) in future so it’s
better pass Special Resolution in the upcoming AGM under section 180 to
borrow money in future). {Reason: it can be file in same MGT-14- saving of
Cost)
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Resolution for Approval of Annual Accounts of Company for the
financial year ended on 31st March, 2014.
(As per Companies Act Company required to get approval of Board of
Directors on Annual Accounts of Companies (Balance Sheet, Profit & Loss
Account and Notes forming part of Balance sheet and P & L. Board of
Directors will approve the Financials and authorize directors of company to
sign on such documents.)
(As per Section- 179(3) of the
Companies Act, 2013 companies require to file Resolution for adoption of
Balance Sheet in e-from MGT-14 with in 30 days of passing of such Resolution.)
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Adoption of Auditor Report of Company for the Financial year ended
on 31st March, 2014.
(After signing of Financial Statements, company will give financial
statements to auditors and adjourned the meeting for a while (like for an
hour) and after adjourned period, Auditor of Company will give his report on
the Financial Statements of Company and Board of Director will adopt that.)
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Resolution for Adoption of Compliance Certificate under Section-383A
of Companies Act- 1956.
(If paid up capital of Companies is 10 Lack or more but upto 5 crore
company require Compliance Certificate from a company Secretary in Practice.)
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Consideration And Approval of Director Report.
(After Signing of Balance Sheet, Auditor Report &Compliance Certificate
Director Report will be approved by the Board of Directors and Directors
report must be sign by any two directors or by Chairman of Meeting.)
(As per Section- 179(3) of the
Companies Act, 2013 companies require to file Resolution for adoption of
Director Report in e-from MGT-14 with in 30 days of passing of such
Resolution.)
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Re-appointment or Appointment of Auditor.
(Company will pass resolution for appointment or re-appointment of
auditor subject to approval of Shareholders in Annual General Meeting. As per
Section- 139 of Companies Act, 2013.)
(Before passing of Resolution in
Board Meeting to appoint or Re-appoint auditor company will issue a letter “Intention to intimate auditor for
appointment” and Auditor will give “His
consent to act as auditor of company u/s 139(1) and a certificate of
non-disqualification u/s 141 of Companies Act, 2013”)
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Notice Convening Annual General Meeting.
(Company will place before the Draft Notice calling Annual General
Meeting of company and get approve Notice from the Directors of Company.
Board of Directors will Authorize any director or Company secretary for Issue
of Notice to Shareholders of Company, *Auditor of Company and Directors of Company)
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Authorization To File other E-Forms With Ministry Of
Corporate Affairs.
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To discuss any other matter with permission of the Chair.
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To Vote of Thanks
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__________________
(NAME OF DIRECTOR)
Director
DIN: -----------
Add: ----------------.
* If Auditor will be absence from the Annual
General Meeting. Auditor will give his “Leave of Absence” to Company as per
Companies Act, 2013 and company will issue a letter to auditor “acceptance of
Leave of Absence of Auditor”.
MINUTES
OF THE MEETING OF BOARD OF DIRECTORS OF NAME OF COMPANY PRIVATE LIMITED HELD ON
DAY OF MEETING THE DATE OF MEETING AT TIME OF MEETING A.M. AT REGISTERED OFFICE
AT ADDRESS OF PLAE OF MEETING.
DIRECTORS
PRESENT:
MR.
NAME OF DIRECTOR DIRECTOR
MRS.
NAME OF DIRECTOR DIRECTOR
ITEM NO.1: ELECTION
OF THE CHAIRMAN.
Mr.
Name of Director (DIN: ____________)
was elected as the chairman of the meeting and therefore he occupied the chair
ITEM NO.2: LEAVE OF
ABSENCE
All
the directors of the Company are present, No leave of absence was required.
ITEM NO. 3: CONFIRMATION OF MINUTES OF THE PREVIOUS BOARD
MEETING.
The
minutes of the previous Board Meeting the draft of which already circulated to
all the Directors are hereby approved and confirmed by the Chairman.
ITEM NO.4: TO TAKE NOTE OF GENERAL
DISCLOSURE OF INTEREST OF DIRECTORS UNDER SECTION 184(1) IN FORM MBP-1:
The
Chairman informed that pursuant to provision of section 184(1) of the Companies
Act 2013, Every Director is required to disclose his/her interest in other
companies in specified form MBP-1. In this respect, the Chairman placed before
the Board notices received from the directors of the Companies in form MBP-1
disclosing their interest in other companies.
After
Discussion the following resolution was passed unanimously:
“RESOLVED THAT
the updated MBP-1 (general notices of interest) pursuant to Section 184(1) of
the Companies Act, 2013 received from the Directors in respect of change in any
interest since the last disclosures made by the directors, received from the
directors of the company, to the extent applicable, be and are hereby received,
placed and noted.
RESOLVED FURTHER THAT
Mr. -------------------- and Mrs. ---------------- Directors
of the Company be and are hereby authorized to do all such acts, deeds and
things relating thereto including digitally sign and arrange to filling e-form
with Registrar of Companies NCT of Delhi & Haryana.
ITEM NO. 05: AUTHORIZATION TO
FILE MGT-14:-
The Chairman informed the Board that the company is required to
file e-form MGT-14 in
respect of resolutions passed by the Board under section 179(3) read with Rule
8 of Companies (Meetings of Board and Its Powers) Rules, 2014 with Registrar of Companies NCT of Delhi & Haryana.
After discussion following
resolution passed unanimously.
“RESOLVED THAT, Mr. ----------------- and Mr. ---------------- Directors of the Company, be and are hereby
authorized to sign digitally and file e-form MGT-14 in respect of resolutions
passed by the Board under section 179(3) read with Rule 8 of Companies
(Meetings of Board and Its Powers) Rules, 2014”
ITEM NO. 06: TO
BORROW MONEY:
The Chairman informed the Board that
the company may borrow money for the business operations of the Company upto
Rs. ---------- (---------- Only) which is outside the limits prescribed under
section 180 of Companies Act, 2013 subject to approval of shareholders by
passing of Special resolution in the General Meeting. After Discussion the following resolution was
passed unanimously: -
“RESOLVED THAT
pursuant to Section 179 (3) (d) & 180 and other applicable provisions,
if any, of the Companies Act, 2013 or subject to such modification and
re-enactment thereof and subject to approval of share holders in general
meeting, consent of the Board of directors of the Company be and are hereby
accorded to avail loan upto Rs. ------- (Rupees ------------- Only).
“RESOLVED FURTHER THAT
Mr. --------------------
and Mr. ------------- Directors of the Company
either jointly or severally be and are hereby authorized to do all such other
things, acts and deeds etc. as may be required to comply with all formalities
in this regard.”
ITEM NO. 07:
APPROVAL OF ANNUAL ACCOUNTS OF COMPANY:
The
Annual Accounts of the Company comprising Balance Sheet as at 31st
March, 2014 and Profit & Loss Account for the year ending on 31st
March, 2014 were placed before the Board for discussion and their approval. The
Board discussed the same and passed the following resolution:
“RESOLVED That the Balance
Sheet as at 31st March, 2014 and Statement of Profit and Loss for
the year ended on that date together with accounting policies and notes forming
part of the accounts be and are hereby adopted and that Mr.
--------------------- and Mr. ---------------, Director of the Company
be and are hereby authorized to sign the same and the said accounts be
submitted to the auditors for their report thereon.”
Thereafter
the Balance Sheet and Profit & Loss Account were forwarded to M/s --------------,
Chartered Accountants to sign the same and report thereon.
At
this stage, the Meeting was adjourned and resumed after some time after receipt
of the Auditors Report.
ITEM NO. 08: ADTOPTION OF AUDITOR REPORT:
The
Auditor’s Report to shareholders on the Accounts of the Company for the year
ended 31st March, 2014 was placed at the Meeting.
The
Directors discussed the observation made by the Auditors in their report. In
their opinion the Report needed no comments and clarifications as it was self
explanatory. Thereafter the following resolution was passed by the Directors:
“RESOLVED THAT
the Auditors Report to the shareholders on the Accounts for the year ended 31st
March, 2014 be and is hereby noted.”
ITEM NO. 09: ADOPTION
OF COMPLIANCE CERTIFICAT:-
The Chairman placed before the
Board that Company received Compliance Certificate from Mr.--------- Company
Secretary in Practice having membership No.--------- having COP
NO.--------------. The said
certificate as placed before the Board were discussed in detail and after
discussions be and are hereby taken on record.
ITEM NO. 10: CONSIDERATION AND APPROVAL OF
DIRECTORS’ REPORT:-
The
Chairman placed before the Board of Directors the Draft Report of Director’s on
the Annual Accounts of the Company for the year ended 31stMarch,
2014. The Board noted the same and passed the following resolution:
“RESOLVED THAT
the Director’s Report for the year ended 31st March, 2014 as
submitted before the Meeting be and is hereby approved and the same be signed
on behalf of the Directors by Mr. ---------------------
Chairman of the Meeting.”
ITEM NO. 11: RE-APPOINTMENT OF AUDITORS OF THE
COMPANY:-
The Board was informed that M/s ----------., shall retire at the
conclusion of the forthcoming Annual General Meeting of the Company and being
eligible offer themselves for re-appointment. They further informed that
Company has obtained from the Auditors, a certificate as required under Section
139(1) of the Companies Act, 2013 to the effect that their re-appointment, if
made would be within the limits specified in the said section. The Board
considered the matter and thereafter decided that the re-appointment of the
above named Auditors be recommended to the shareholders at their forthcoming
Annual General Meeting.
“RESOLVED THAT
subject to approval of shareholders at their forthcoming Annual General
Meeting, M/s ----------------., from
whom certificate pursuant to section 139(1) of the Companies Act, 2013 has been
received be and hereby appointed as Auditors of the Company to hold office from
the conclusion of this Annual General Meeting till the conclusion
of the -------- AGM (appointment
for 5 years) of the Company to be held in the year 2019 (subject to ratification of their
re-appointment at every AGM), at such remuneration as may be agreed upon
between the Board of Directors and Statutory Auditors, in addition to the
reimbursement of service tax and actual out of pocket expenses incurred in relation
with the audit of accounts of the Company.”
ITEM NO. 12:
ITEM NO. 13:
AUTHORISATION TO FILE E-FORMS WITH MINISTRY OF CORPORATE AFFAIRS:-
The Chairman informed the Board that
under the Companies Act, 2013, various forms, returns and documents are
required to be filed with Registrar of Companies, Regional Director, Ministry
of Corporate Affairs, Central government and/ or any other prescribed
authority. For the purpose it was proposed to authorize Directors of the
Company to obtain the necessary digital signature and sign/ e-file all the
necessary forms, returns and documents.
The Board discussed the matter and
passed the following resolution unanimously in this regard:
“RESOLVED THAT the Board of Directors of the company do hereby authorize Mr. Name of Director (DIN: _________) and Mrs. Name of Director
(DIN: ________) Directors of the Company be and are
hereby authorized to sign, execute and arrange to e-file all necessary forms,
returns and documents including agreements, receipt, undertakings, affidavits
with the Registrar of Companies, Regional Director, Ministry of Corporate
Affairs, Central government and/ or any other prescribed authority, as may be
required under various provisions of Companies Act, 2013 or any other enactment
thereof for and on behalf of the Company, relating to all matters for the
conduct of the Management and business of the Company.”
ITEM NO.14VOTE OF THANKS:-
There being no
other business to be transacted. The meeting ended with a vote of thanks to the
Chair.
Dated: ---------------------
NAME
OF CHAIRMAN
Place: New Delhi (Chairman)
Add:
----------------.
:
LETTER HEAD OF COMPANY WITH CIN AND TELEPHONE NO.
Notice
is hereby given that the ----- Annual General Meeting of the Members of Name of Company will be
held at the Registered Office of the Company at Address of Registered Office, on
----------, ------------day of September, 2014 at ---------------------- p.m.
To
transacting the following businesses:-
ORDINARY BUSINESS
1.
To
receive, consider and adopt the financial statement of the Company for the year
ended 31st March, 2014 including
Audited Balance Sheet as at 31st March, 2014
and the Statement of the Profit & Loss for the year ended on that date and
the Reports of the Board of Directors and Auditors thereon.
2.
Re-Appointment
of 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- 139 and other applicable
provisions, if any, of the Companies Act, 2013 and the Rules framed there
under, as amended from time to time, M/s. ----------., Chartered Accountants, (FRN No.
------------) be and is hereby
re-appointed as Auditor of the Company to hold office from the conclusion of
this Annual General Meeting (AGM) till the conclusion of the -------- AGM of
the Company to be held in the year 2019 (subject to ratification of their
re-appointment at every AGM), at such remuneration as may be agreed upon between the Board of Directors
and Statutory Auditors, in addition to the reimbursement of service tax and
actual out of pocket expenses incurred in relation with the audit of accounts
of the Company
If there is
regularization of auditor then
SPECIAL
BUSINESS:
Item
No. - 3
To consider and, if thought fit, to pass, with or
without modification(s), the following resolution as Ordinary Resolution:-
Regularization of appointment of an
Additional Director :
“RESOLVED
THAT Mr. -------------,
who was appointed as an Additional Director of the Company effective from
------------------- by the Board of Directors and who holds office until the
date of the Annual General Meeting, pursuant to Section 161 of the Companies
Act, 2013 and Article 89 of the Articles of Association of the Company, and in
respect of whom the Company has received a notice under Section 160 of the
Companies Act, 2013, proposing his candidature, be and is hereby appointed as a
Director of the Company.”
For and on behalf of the Board
NAME
OF COMPANY
Dated:
Date of Board Meeting
Place: Where Board Meeting Held
Name of Director
Director
DIN No. -----------
Address
of Director
NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING
IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE
PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2.
PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED
AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE
MEETING.
EXPLANATORY STATEMENT PURSUANT TO
SECTION 102 OF THE COMPANIES ACT, 2013.
ITEM NO. - 3
Mr.
------------was appointed as an Additional Director on the Board of the Company
w.e.f. --------------. Pursuant to the provisions of Section 161 of the
Companies Act, 2013, he holds office upto the date of ensuing Annual General
Meeting of the Company.
The
Company has received notice under Section 161 of the Companies Act, 2013
proposing the candidature of Mr. --------- for the office of the Director under
the provisions of Section 161 of the Companies Act, 2013.
Mr.
---------- is an eminent Professional and bring rich and varied experience to
the Board. The Board of Directors recommends the resolution set out in Item no.
3 of the accompanying Notice for approval of the Members.
None of the Directors of the Company, except Mr. ------------, are in
any way concerned or interested in this resolution.
For and on behalf of the Board
NAME
OF COMPANY
Dated:
Date of Board Meeting
Place: Where Board Meeting Held
Name of Director
Director
DIN No. -----------
Address
of Director
TO
THE MEMBERS OF M/S NAME OF
COMPANY
Your
Directors are pleased to present their --------- Annual Report together with
the Audited Statement of Accounts for the financial year ended 31st
March, 2014.
FINANCIAL RESULTS
The
financial performance of the Company for the year ended 31st March,
2014 is summarized as under:
Particulars
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Current year
(Rs.)
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Previous Year
(Rs.)
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Total Income
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Profit before Tax
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Provision for Current Tax
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Provision for Deferred Tax
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Income Tax earlier years
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Profit after Tax
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Operations
The gross
turnover of the company during the year stands at Rs. ------- Cr. as compared
to Rs.---------- Cr. in the previous year and net profit after tax is Rs. -------
Lacs as compared to Rs. ------------- Lacs.
Dividend
To conserve the resources of the Company, your
directors do not recommend any dividend for the year.
Auditors’
Report
The
observations made by the Auditors of the Company in their report read with the
Notes to Accounts, are self explanatory and do not need any further
clarification.
Auditors
Auditors of the Company M/s ------- & Co., Chartered Accountants,
hold office until the conclusion of the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment until the conclusion of ---------
Annual General Meeting of the company to be held in the Year 2019 (subject to
ratification of their appointment by the Members at every Annual General
Meeting held after the ensuing Annual General Meeting).
As required under the provisions of section – 139(1) of the Companies
Act, 2013, the company has received a written consent from M/s -----------
& Co., Chartered Accountant to their appointment and a certificate, to the
effect that their re-appointment, if made, would be in accordance with the new
Act and the Rules framed there under and that they satisfy the criteria
provided in section- 141 of Companies Act, 2013. The Board recommends their
appointment.
Fixed
Deposits
During the
year under review, the Company has not raised any money by way of fixed
deposits falling under Section 58A of the Companies Act, 1956 and the Companies
(Acceptance of Deposits) Rules, 1975.
Personnel
There was no
employee whose particulars are required to be furnished in accordance with the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
The relations
with the employees of the Company at all levels remained cordial.
RESEARCH & DEVELOPMENT (R&D)
a) Specific
areas in which R&D carried out by the Company:
The
Company has been continuously carrying on Research & Development for
improving the quality, production process and development of products.
b) Benefits
derived as a result of the above R&D:
Improvement
in the design & standard of product resulting in improvement in quality of
the products
c) Future plans
of action:
Efforts
shall be made in the areas of further cost reduction by way of more economical
production process and productivity improvement.
d) Expenditure
on R&D
Capital
Expenditure - -
Revenue
Expenditure - -
Total - -
Total
R&D Expenditure
As
a percentage of total turnover - -
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
a) The products
are being manufactured from the technology
Developed
in – house by the Company.
b) Benefit
derived as a result of above:
Improvement
in productivity and quality
FOREIGN EXCHANGE EARNING & OUTGO (in Rs.)
1. Earning : Nil
Nil
2. Outgo : Nil Nil
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 217 (2AA) of
the Companies Act, 1956, the directors of your company state, except as stated
otherwise, that:-
i)
In the preparation of the
annual accounts for the financial year ended 31st March, 2014 the
applicable accounting standards have been followed and there have been no
material departures.
ii)
The Directors have selected
such accounting policies and applied them consistently and made judgment and
estimates that were 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 of the Company for the year under review.
iii) The
Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities.
iv)
The Accounts for the financial
year ended 31st March, 2014 have been prepared on a going concern
basis.
Acknowledgment
Your
Directors would like to express their grateful appreciation for the assistance
and Co-operation received from the financial institutions, Government
Authorities, Customers, Vendors and Members during the year under review. Your
directors also wish to place on record their deep sense of appreciation for the
committed services of executives, staff and workers of Company.
For and on behalf of the Board
NAME
OF COMPANY
Dated:
Date of Board Meeting
Place: Where Board Meeting Held
Name of Director
Director
DIN No. -----------
Date of issue of Notice
Name of
Director
Address of
Director
NOTICE FOR THE MEETING OF THE BOARD OF
DIRECTORS OF
Name of Company---------------------- LIMITED
Dear Mr. Name of Director,
Notice is
hereby given that a meeting of the Board of Directors of the Company shall be
held as per the following schedule:
Date: of Meeting
Time: of Meeting
Venue: of
Meeting
The
agenda for the meeting is enclosed.
You
are requested to make it convenient to attend the above meeting.
For
Name of company LIMITED
___________________________
Name of
Director
(DIRECTOR)
DIN:
--------------------
Add: of Director
DIRECTORS
MEETINGS
ATTENDANCE
SHEET
ATTENDANCE SHEET OF THE MEETING OF BOARD OF
DIRECTORS OF M/S NAME OF COMPANY LIMITED HELD ON ---------DAY OF------------MONTH
OF, 2014 AT REGISTERED OFFICE OF COMPANY.
DIRECTORS:
1) Mr. Name of Director
2) Mr. Name of Director
3) Mrs. Name of Director
SPECIAL INVITEE:
4) If any;
From:
M/s
Name of Auditor Firm.
Chartered
Accountants
Address
of Firm.
Date: Before AGM any date
The Board of Directors
Name
of Company
Address
of Company
Subject: Leave of
Absence
Dear Sir,
With reference to the Annual General Meeting
of the company to be held on date of AGM it is hereby submitted that due to
preoccupations, we are not in a position to attend the same. You are requested
to accept our leave of absence with the provisions of Section 146 of Companies
Act, 2013.
Thanking you,
For and Behalf of,
M/s
Name of Firm
Chartered
Accountants
(Name of
Partner)
(Partner)
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To,
M/s
Name of Auditor Firm.
Chartered
Accountants
Address
of Firm.
Sub: Acceptance of Leave of
Absence
Dear Sir,
We name of
company accept your Leave of Absence from attending the Annual Meeting of the
company to be held on Date of AGM within the provisions Section 146 of
Companies Act, 2013
For
Name of company LIMITED
___________________________
Name of
Director
(DIRECTOR)
DIN:
--------------------
Add: of Director
AS PER
SECTION-139 & 141 OF COMPANEIS ACT -2013
To
Date:
Before Board Meeting
The Board
of Directors
Name
of Company
Address
of Company
Dear Sirs,
Ref: Consent & Certificate
for appointment as auditor under the Companies Act, 2013
We are in receipt of your communication dated Date
Of Receiving Of Intimatin To Appoint From Company inquiring as to our consent and
eligibility for being appointed as statutory auditors of JSK Electricals
Private Limited from the conclusion of this Annual General Meeting (AGM) till
the conclusion of the --------AGM of the Company to be held in the year 2019
(subject to ratification of their re-appointment at every AGM). We give our consent
for being appointed as statutory auditor of the Company subject to Shareholders’ approval.
Further, in pursuance of requirement of section 139 of the Companies
Act, 2013 and rule (4) of Companies Audit and Auditors) Rules, 2014, we hereby
confirm that:
1) The
firm is eligible for appointment and is not disqualified for appointment under
section 141 of the Companies Act, 2013, the Chartered Accountant Act, 1949 and
rules and regulations made there under;
2) Our
proposed appointment would be as per the term provided under the Act;
3) The
proposed appointment is within the limits laid down by or under the authority
of the Act;
4) There
are no proceedings pending against either of the partners or the firm with
respect to professional matters of conduct.
Thanking you,
Yours Sincerely,
For and Behalf of,
M/s
Name of Firm
Chartered
Accountants
(Name of Partner)
(Partner)
As per Section- 101(1) Proviso: General
Meeting may be called after giving a shorter notice if consent is given in
writing or by electronic mode any not less than 95% (Ninety-Five percent) of
the members entitled to vote at such meeting.
THE
COMPANIES ACT, 2013
Consent of shareholder
for shorter notice
[Pursuant to
Section101 (1)]
To,
The Board
of Directors
Name
of Company
Address
of Company
I, Name
of Shareholder son of Shri name of father resident of address holding No.
of shares equity shares of Rs. face value of shares/- in the company in my own
name hereby given consent, pursuant to section 101(1) of the Companies Act,
2013 to hold the Annual general meeting on 20TH September, 2014 At a
shorter notice.
Signature
Name: name of
shareholder
Dated: date before AGM
Frequency of Meeting:
-
First Meeting: First Meeting of Board of Directors within 30 (Thirty) days from
the date of Incorporation of company.
-
Subsequent Meetings:
·
One person Company, Small company and Dormant
company:
§ At least one
meeting of Board of directors in each half of calendar year
§ Minimum Gap B/W
two meetings at least 90 days.
·
Other than Companies mentioned above:
§ Minimum No. of 4
meetings of Board of Director in a calendar year
§ Maximum Gap B/W
two meetings should not be more the 120 days.
Calling of Meeting: Meeting of Board of Director should be
called by giving 7 days notice to Directors at his registered address through:
§ By hand delivery
§ By post
§ By Electronic
means
·
Meeting
at shorter Notice: A meeting of
Board of Directors can be called by shorter notice subject to the conditions:
§ If the company is
require to have independent director:
-
Presence of at least one Independent director
is required.
-
In case of absence, decision taken at such
meeting shall be circulated to all the directors, and
-
shall
be final only on ratification thereof by at least one Independent Director
If
the company doesn’t require to have independent director: The meeting can be called
at a shorter notice without any conditions to be complied with
PENALTY:
- Company and every officer of the company who is in
default or such other person shall be punishable with fine which may extend to
Rs. 10,000/- and where the contravention is continuing one, with a further fine
which may extend to Rs. 1,000/- for every day after the first during which the
contravention continues.
IMMEDIATE ACTIONS TO BE TAKEN:-
Notice
of every Board Meeting is to be prepared and to be given to every Director at
least 7 days before the meeting. As per section- 173(3) of Companies Act- 2013.
(1) A general Meeting of a company may be called by giving not less than clear 21 days notice either in writing of through electronic mode.
(1) A general Meeting of a company may be called by giving not less than clear 21 days notice either in writing of through electronic mode.
As per Section- 101(1) Proviso: General
Meeting may be called after giving a shorter notice if consent is given in
writing or by electronic mode any not less than 95% (Ninety-Five percent) of
the members entitled to vote at such meeting.
(2) Every Notice of meeting shall specify the
place, date, day and the hour of the meeting and shall contain a statement of
the business to be transacted at such meeting.
(3) The Notice of every GM of the company shall
be given to-
- a. Every Member of company.
- b. Auditor of company
- c. Every director of company.
CS Divesh Goyal
Practicing Company Secretary, Delhi
GOYAL DIVESH & ASSOCIATES
csdiveshgoyal@gmail.com Mob: +91- 8130757966
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