DRAFT DIRECTORS' REPORT FOR PRIVATE LIMITED COMPANY
DRAFT DIRECTORS' REPORT FOR PRIVATE LIMITED COMPANY
Dear Members,
XYZ PRIVATE
LIMITED
Your Directors
have pleasure in presenting the (No. of
AGM) Annual Report together with the Audited Statement of Accounts of your
Company for the Year ended March 31, 2015.
1.
FINANCIAL RESULTS
The Company’s financial performance, for the year ended March 31, 2015:
(Rs in Lacs)
Particulars
|
Year ended
31st March 2015
|
Year ended
31st March 2014
|
Turnover
|
||
Profit Before Tax
|
||
Less: Current Tax
|
||
Deferred Tax
|
||
Income Tax earlier years
|
||
Profit For The Year
|
||
Add: Balance in Profit and Loss
Account
|
||
Sub Total
|
||
Less: Appropriation
|
||
Adjustment relating to Fixed Assets
|
||
Transferred to General Reserve
|
||
Closing Balance
|
||
2.
STATE OF AFFAIRS
1.
The Company is engaged in the business of ___________________________. There
has been no change in the business of the Company during the financial year
ended 31st March, 2015.
2.
There has
been no change in the business of the Company during the financial year ended
31st March, 2015.
The highlights of the Company’s
performance are as under:-
·
Revenue from operations increased by ______ from
Rs. ________ lacs to Rs. _______ lacs.
·
Net Profit for the year increased by ________% from
Rs. _________ lacs to Rs. _________ lacs.
·
Earnings per share have increased by ________% from
Rs. _______ to Rs. ________.
The increase in revenue, net profit and EPS as
mentioned above is accredited to increase in turnover in comparison to the last
financial year.
3.
DIVIDEND
In view of the sustained working
results during the year under review, the Board of Directors are pleased to
recommend a dividend of Rs ___/- per equity share
or
In view of the planned business growth,
your Directors deem it proper to preserve the resources of the Company for its
activities and therefore, do not propose any dividend for the Financial Year
ended March 31, 2015.
4.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR
ASSOCIATE COMPANIES
The Company does not have any
Subsidiary, Joint Venture or Associate Company.
OR
The names of companies which have
become or ceased to be the Company’s subsidiaries, joint ventures or associate
companies during the year under review is provided below:
S.
N.
|
Name of the Company
|
Subsidiary/JV/Associate
|
Become/Ceased
|
Effective Date
|
5.
INTERNAL FINANCIAL CONTROL
The Company has in
place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
6.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)
There has been no
change in the constitution of Board during the year under review i.e. the
structure of the Board remains the same.
In view of the applicable provisions of the
Companies Act, 2013, the Company is not mandatorily required to appoint any
whole time KMPs.
(to disclose information pertaining
to appointment and resignation of Director(s)/KMP(s), if any during the year
under review)
(to disclose resignation of the
director(s), if any occurred between the end of the financial year to which
this report relates and the date of this report)
7.
AUDITOR
Statutory
Auditors
The Auditors, M/s (Name of Auditor Firm),
Chartered Accountants, (Firm Registration No. _________________), hold office until the conclusion of the (Year upto to which
appointed) Annual General Meeting. The Directors recommended that M/s (Name of Auditor
Firm). Chartered Accountants, be ratified as the Statutory Auditors
of the Company at the forthcoming Annual General Meeting of the Company to hold
office till the conclusion of the next Annual General Meeting of the Company.
8.
BOARD’S COMMENT ON THE AUDITORS’ REPORT
The observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are self explanatory and
do not call for any further comment.
OR
(Explanation or
comment by the Board on every qualification, reservation, adverse remark or
disclaimer made by the statutory auditor in his report and/or by the
secretarial auditor in the secretarial Audit Report)
9.
MEETINGS OF BOARD OF DIRECTORS
Seven Board
Meetings were held during the Financial Year ended March 31, 2015 i.e. (Dates of Board
Meetings). The maximum gap between any two Board Meetings was less than
one Hundred and Twenty days.
The names of
members of the Board, their attendance at the Board Meetings are as under:
Name of Directors
|
Number of Meetings attended/ Total Meetings held during the F.Y.
2014-15
|
Ms. (Name of Director)
|
1/7
|
Ms. (Name of Director)
|
7/7
|
Ms. (Name of Director)
|
6/7
|
10.
PARTICULARS OF LOANS AND INVESTMENT
The Company has not
made any Investment, given guarantee and securities under section 186 of
Companies Act, 2013.
OR
Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.
11.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form
No.MGT-9 as required under Section 92 of the Companies Act, 2013 for the
financial year ending March 31, 2015 is annexed hereto as Annexure A and forms
part of this report.
12.
CONSOLIDATED FINANCIAL STATEMENTS
Company doesn’t
have any subsidiaries so there is no need to prepare consolidated financial
statement for the F. Y. 2014-15.
13.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that
were entered into during the financial year ended 31st March, 2015 were on an
arm’s length basis and were in the ordinary course of business. Therefore, the
provisions of Section 188 of the Companies Act, 2013 were not attracted.
Further, there are no materially significant related party transactions during
the year under review made by the Company with Promoters, Directors, or other
designated persons which may have a potential conflict with the interest of the
Company at large. Thus, disclosure in Form AOC-2 is not required. However, the
disclosure of transactions with related party for the year, as per Accounting Standard
-18 Related Party Disclosures is given in Note no 24 to the Balance Sheet as on
31st March, 2015.
OR
The particulars of
contracts or arrangements with related parties referred to in sub section (1)
of section 188 entered by the Company during the financial year ended 31st March, 2015 is annexed hereto as Annexure ___ in
prescribed Form AOC-2 and forms part of this report.
14.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS & OUTGO:
A. Conservation of
Energy, Technology Absorption
Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.
The Company is
continuously making efforts for induction of innovative technologies and
techniques required for the business activities
B. Foreign Exchange earnings and Outgo
Earnings
|
|
Outgo
|
15.
16.
RISK MANAGEMENT POLICY
Risk Management is the process of identification,
assessment and prioritization of risks followed by coordinated efforts to
minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximise the realization of opportunities. The Company
has laid down a comprehensive Risk Assessment and Minimization Procedure which
is reviewed by the Board from time to time. These procedures are reviewed to
ensure that executive management controls risk through means of a properly
defined framework. The major risks have been identified by the Company and its
mitigation process/measures have been formulated in the areas such as business,
project execution, event, financial, human, environment and statutory
compliance.
OR
The Company has developed and implemented a risk
management policy which identifies major risks which may threaten the existence
of the Company. The same has also been adopted by your Board and is also
subject to its review from time to time. Risk mitigation process and measures
have been also formulated and clearly spelled out in the said policy.
17.
GENERAL
Your Directors
state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under
review:
1. Details relating
to deposits covered under Chapter V of the Companies Act,
2013.
2. Issue of shares
(including sweat equity shares) to employees of the Company under any scheme.
3. The Company has no
subsidiary and neither the Managing Director nor the Whole-time Directors of
the Company receive any remuneration or commission from any of its
subsidiaries.
4. No significant or
material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s operations in future.
5. CSR is not
applicable on the Company.
18.
PREVENTION OF
SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a safe and
conducive work environment to its employees. During the year under review.
Your Directors
further state that during the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
19.
DEPOSITS
The Company has
not accepted any deposits during the year under review.
20.
TRANSFER TO RESERVE:
The Company proposes to transfer a sum of
Rs_________ to ___________ Reserve during the financial year ended 31st March, 2015
OR
No amount was transferred to the reserves during the financial year
ended 31st March, 2015.
21.
MATERIAL
CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this
financial statement relates and the date of this report
22.
CORPORATE SOCIAL RESPONSIBILITY (CSR) (applicable to select
private and public companies)

The
Corporate Social Responsibility Committee (CSR Committee) of the Company has
formulated and recommended to the Board, a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities to be undertaken by the Company,
which has been approved by the Board.
During the year, the Company could not spend
any sum on any of its identified CSR activities due to__________.
The Annual Report on CSR activities is enclosed as per
prescribed format as Annexure ___ and forms part of this report.
23.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS, COURTS AND TRIBUNALS
No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern status and Company’s
operations in future.
OR
The details of a significant material order passed by the
Hon’ble High Court which may impact the going concern status of the Company and
its future operations is provided in Annexure ___and forms part of this report
24.
DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
a)
In the preparation of the annual
accounts for the year ended March 31, 2015, the applicable accounting standards
read with requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same.
b)
The Directors have 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 of
the Company for the year ended on that date.
c)
The Directors have taken proper and sufficient
care for the maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d)
The Directors have prepared the annual
accounts on a 'going concern' basis.
e)
The Company being unlisted, sub clause
(e) of section 134(3) of the Companies Act, 2013 pertaining to laying down
internal financial controls is not applicable to the Company.
f)
The Directors have devised proper
systems to ensure compliance with the provisions of all applicable laws and
that such system are adequate and operating effectively.
25.
ACKNOWLEDGMENT
Your Directors would like to express their sincere
appreciation for the assistance and co-operation received from the banks,
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 by the Company’s executives, staff and
workers.
For and on behalf of the Board
(Name of Company)
Dated:
Place:
(Name of Chairman)
(Chairman)
DIN:
________________
Add: (Address of Chairman)
Notes
v There are
certain additional event based disclosures mandated to be disclosed as per the
Act. The same may be required to be additionally disclosed upon happening of
the event.
v All
applicable annexure needs to be additionally enclosed as a part of this report.
As mentioned in the report, some annexure are to be prepared as per the
prescribed format provided in the Act.
Disclaimer
Although care has been taken to ensure the accuracy, completeness
and reliability of the information provided, I assume no responsibility
therefore. Users of this information are expected to refer to the relevant
existing provisions of the Companies Act and Rules. The user of the information
agrees that the information is subject to change without notice. I assume no
responsibility for the consequences of use of such information. IN NO EVENT
SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE
RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE
INFORMATION.
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