XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED

Regd. Off. : ..
Phone: .., Email ID: .
CIN-..
NOTICE
Notice is hereby given that the 2nd Annual General Meeting of the Shareholders of
XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED will be held at the registered
office situated at 19/25-1, First Main Road, Jayamahal Extension, Bangalore 560046
on Monday, the 10th day of August 2015 at 11.30 A.M. to transact the following
business:
Ordinary Business:
1. To receive, consider and adopt the Audited Balance Sheet as at 31 st March
2015 and Profit and Loss Account for the period ended 31 st March 2015 and
report of the Directors and the report of the Auditors thereon.
2. To appoint the Auditors and to authorize the Board to fix their remuneration,
the Retiring Auditors M/s. W.Z. yyyyy & Co., Chartered Accountants,
Bangalore, are eligible for reappointment, and in this connection to
consider and, if thought fit, to pass, with or without modifications, the
following as a Ordinary Resolution:
RESOLVED That M/s. W.Z. YYYYY & CO., Chartered Accountants,
Bangalore, be and hereby appointed as Auditors of the company, to hold
office from the conclusion of this meeting up to the conclusion of the next
Annual General Meeting of the Company on a remuneration to be fixed by
the Board of Directors of the Company in consultation with the Auditors plus
such out of pocket expenses as may be payable to them in respect of the
Audit of Accounts of the Company for the financial year 2015-16.
NOTES:
1. A member entitled to attend and vote at the General Meeting may
appoint a proxy who need not be a Member to attend and vote on his
behalf.
2. Proxies to be effective must be deposited at the Companies Registered
office not less than forty-eight hours before the time fixed for holding
the meeting.
3. Explanatory Statement pursuant to section 102 of the Companies Act,
2013, relating to Special Businesses to be transacted at the meeting is
annexed hereto and forms part of the Notice.

Date: 13.07.2015
Place: Bangalore

By order of the Board of Directors

Pxpxpxxpxpx

XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED

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BOARD REPORT
Dear Members,
Your Directors have pleasure in presenting this Second Annual report on the affairs
of the Company together with the Audited Statement of Accounts for the year
ended on 31st March, 2015.

1. Financial Summary or performance of the company:

During the year company has not made any Sales. It received a
consultancy charges of Rs. 50,000/-. The Company has invested Rs.
17.45 Lacs for feasibility report on Pharma project. The Investment
amount is capitalized
2. Operations
The company has reported Net Loss of Rs. 47,518 for the year.
3. Transfer to Reserves
The Company has not transferred any amount to reserves.
4. Dividend
Due to Loss of Rs. 47,518 your directors regret their inability to
recommend any
dividend for financial period 2014-15.
5. Material Changes between the date of the Board report and
end of financial
year.
There have been no material changes and commitments, if any,
affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
6. Significant and material orders passed by the regulators or
courts or tribunals
impacting the going concern status and companys operations
in future:
During the year under review there has been no such significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and companys operations in
future.
7. Subsidiary Company:
As on March 31, 2015, the Company does not have any subsidiary.
8. Statutory Auditor & Audit Report:
M/s. W.Z. YYYYY & CO., Chartered Accountants, statutory auditors of
the Company having registration number FRN No.000000 hold office
until the conclusion of the 3rd Annual General Meeting. The Company

XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED

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has received a certificate from the statutory auditors to the effect that
their re-appointment, if made, would be within the limits prescribed.
There are no qualifications or observations or remarks made by the
Auditors in their Report.
9. Change in the nature of business:
The Company has added in its MOA the Object of To manufacture,
formulate, process, develop, refine, import, export, wholesale and/or retail
trade all kinds of pharmaceuticals, antibiotics, drugs, medicines, biologicals,
neutraceuticals, healthcare, ayurvedic and dietary supplement products,
medicinal preparations, vaccines, chemicals, chemical products, dry salters,
mineral waters, wines, cordials, liquors, soups, broths and other restoratives
or foods and also to deal in medicinal goods such as surgical instruments,
contraceptives, photographic goods, oils, perfumes, cosmetics, patent
medicines, soaps, artificial limbs, hospital requisites, proprietary
medicines, veterinary medicines and tinctures extracts and to carry on the
business of vialling, bottling, repacking, processing of tablets, capsules,
syrups, injections, ointments, etc. and also to carry on the business of
chemists, druggists, buyers, sellers, agents, distributors and stockists of all
kinds of pharmaceuticals and allied products .

10.
Details of directors or key managerial personnel:
Mrs. Pxpxpxxpxpx and Mr. RxRxRxRxRx are Key Managerial persons of
the Company.
11.
Deposits:
The Company has not invited/ accepted any deposits from the public
during the year ended March 31, 2015. There were no unclaimed or
unpaid deposits as on March 31, 2015.
12.
Conservation of energy, technology absorption, foreign
exchange earnings and outgo:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of
the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts)
Rules, 2014 is annexed herewith as Annexure A

13.
Corporate Social Responsibility:
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
14.
Number of meeting of the Board:
During the year 2014-15, the Board of Directors met four times viz. on
1st July, 2014; 29th September, 2014; 29th December, 2014 and 30th
March, 2015.

XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED

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15.
Directors Responsibility Statement:
Pursuant to the requirement under section 134(3)(C) of the Companies
Act, 2013 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards
had been followed along with proper explanation relating to
material departures;
(ii) 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 as at March 31, 2015 and of the
profit and loss of the company for that period;
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting fraud
and other irregularities;
(iv) the directors had prepared the annual accounts on a going
concern basis; and
(v) 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.
16.
Declaration by Independent Directors:
The Company was not required to appoint Independent Directors
under Section 149(4) and Rule 4 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 hence no declaration has been
obtained.
17.
Companys policy on directors appointment and
remuneration including criteria for determining qualifications,
positive attributes, independence of a director and other
matters provided under sub-section (3) of section 178:
The Company, being a Private Limited Company was not required to
constitute a Nomination and Remuneration Committee under Section
178(1) of the Companies Act, 2013 and Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Stakeholders
Relationship Committee under Section 178(5) of the Companies Act,
2013.
18.
Particulars of loans, guarantees or investments under
section 186:
During the year under review, the Company has not advanced any
loans/ given guarantees/ made investments.

XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED

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19.
Particulars of Employee:
None of the employee has received remuneration exceeding the limit
as stated in rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
20.
EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9:
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1)
of the Companies (Management and Administration) Rules, 2014 is
annexed herewith in Annexure B.
21.
Related Party Transactions:
Particulars of contracts or arrangements with related parties referred
to in sub-section (1) of section 188 in the form AOC-2:
All related party transactions if any that were entered into during the
financial year were on an arms length basis and were in the ordinary
course of business.
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014:
Details of contracts or arrangements or transactions not at NIL
arms length basis
Details of material contracts or arrangement or transactions at NIL
arms length basis
22.
Acknowledgments:
Your Directors take this opportunity to place on record their
appreciation and sincere gratitude to the Government of India,
Government of Karnataka, and the Bankers to the Company for their
valuable support and look forward to their continued co-operation in
the years to come.
23.
Your Directors acknowledge the support and co-operation
received from the employees and all those who have helped in the day
to day management.
For and on behalf of the Board of
Directors
Place: Bangalore
Dated: 13.07.2015

(Pxpxpxxpxpx)

(RxRxRxRxRx)

XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED

Regd. Off. : ..
Phone: .., Email ID: .
CIN-..

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 utilizing alternate sources of
energy: NIL
(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
(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 OutgoFor the period ended on 31st March,
Income
Export
Expenditure
Raw Materials (CIF basis)
Others

2015

2014

Nil

Nil

Nil
Nil

Nil
Nil

XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED

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ANNEXURE B
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31.03.2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I.
i)
ii)
iii)
iv)
v)
vi)
vii)

REGISTRATION AND OTHER DETAILS:

CIN
Registration Date
Name of the Company
XXXXXXXXXXXXXXXXXXXXXX
limited
Category / Sub-Category of the Private Limited by shares
Company
Address of the Registered office
and contact details

Pvt

Whether listed company

NO
Name, Address and Contact NA
details of Registrar and Transfer
Agent, if any

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:Sl. No. Name and Description of main NIC Code of the
products / services
Product/ service

% to total turnover of
the company

III.
PARTICULARS
COMPANIES
Not Applicable

OF

HOLDING,

SUBSIDIARY

AND

ASSOCIATE

XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED

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IV.
SHARE HOLDING PATTERN (Equity Share Capital Breakup as
percentage of
Total Equity)
i) Category-wise Share Holding/Shareholding of promoters
Name
of No. of Shares held at the beginning % of total shares of
Shareholders
and end of the year (in Physical the Company
Promoters
and
NRI:
form)
80%
RXRXRXRXRX
20,000
UXUXUXUX

20%

5,000

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

interest

Secured Loans Unsecured Deposits Total

excluding
Loans
Indebtedness
deposits
NIL
NIL
NIL
NIL
Indebtedness
at
the
beginning of the financial
year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not
Total (i+ii+iii)

NIL

NIL

NIL

NIL

Change in Indebtedness
during the financial year
Addition
Reduction
Net Change

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Indebtedness at the
end of the financial year
i) Principal Amount
ii) Interest due but not
paid
iii) Interest accrued but
Total (i+ii+iii)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

VI.

Sl.
no.

REMUNERATION
PERSONNEL

OF

DIRECTORS

Particulars of Remuneration

AND

KEY

MANAGERIAL

Name
of
MD/WTD/
Manager
UxUxUx
RxRxRxRx PxPxPx
Rx

Total
Amount

XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED

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1.

2.
3.
4.
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)
Others

NIL

NIL

NIL

NIL

NIL
NIL
NIL
NIL

NIL
NIL
NIL
NIL

NIL
NIL
NIL
NIL

NIL
NIL
NIL
NIL

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

XXXXXXXXXXXXXXXXXXXXXX PRIVATE LIMITED

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Type

Section of
t
h
e
C
o
m
p
n
a
i
e
s
A
c
t

Brief

Details of
Authority
D
Pe
(
e
na
R
s
lty
D
c
/
/
r Punishment/
N
i Compoundin
C
p
g
L
t
Fees
T
i
im
/
o
po Court)
n
se
d

Appeal
m
a
d
e
,
i
f
a
n
y
(
g
i
v
e
d
e
t
a
i
l
s
)

A. Company
Penalty
Punishment
Compoundin
g

NONE

B. Directors
Penalty
Punishment
Compoundin
g

NONE

C. Other officers in default

Penalty
Punishment
Compoundin
g

NONE