Abridged Directors Report - OPC & Small Company
Small, Abridge……..
DIRECTOR’ REPORT
ONE PERSON COMPANY & SMALL COMPANY
Short Summary:
MCA has further amended
the Companies (Accounts) Rules, 2014, these rules called the Companies (Accounts)
Amendment Rules, 2018.
As per Companies amendment
Act, 2017 it was proposed that MCA shall issue abridge form of Directors Report
for One Person Company and Small Company.
MCA has came with new rule
8A on 31st July, 2018 for “abridge form of Directors report
disclosure” by prescribing separate bunch of disclosures for Small Company and
One Person Company.
As
per Section 134(3) directors report contain almost 17 transaction and as per
rule 8 almost 20 transaction, in totality approx 35-40 transaction was required
to mentioned in Directors Report.
However, as per new rule 8A in case of OPC and
Small Company only 10 transaction (a to j) required to be mentioned.
Major Change:
A new sub Rule 6 added after sub Rule 5 in Rule 8; I.e.
“This
Rule shall not apply to OPC and Small Company”.
Therefore, Rule 8 shall not apply on the OPC and
Small Company.
MCA has introduced new Rule 8A after rule 8
under Section 134 of Companies Act, 2013
Rule 8A: As
per rule 8A “Matters to be included in Board’s Report for One
Person Company and Small Company:
SECOND MAJOR CHANGE
No need to prepare the MGT-9 for One Person Company and Small Company.
SECOND MAJOR CHANGE
No need to prepare the MGT-9 for One Person Company and Small Company.
First:
Director’s report of OPC and Small Company shall be
prepared on the basis of “Stand Alone Financial Statement” of
the Company.
Second:
Disclosures to be mentioned in Directors’
Report:
a) The web
address, if any, where annual return referred to in sub-section (3) of section
92 has been placed;
b) Number of
Meeting of Board of Directors
c) Directors
responsibility statement as referred in sub-section 5 of section 134
d) Details in
respect of frauds reported by auditors under sub-section (12) of section 143
other than those which are reportable to the Central Government.
e) Explanations
or comments by the Board on every qualification, reservation or adverse remark
or disclaimer made by the auditor in his report.
f) The state of
the Company’s affairs;
g) The
financial summary and highlights;
h) Material
changes from the date of closure of the financial year in the nature of
business and their effect on the financial position of Company.
i) The details
of directors who were appointed or have resigned during the year;
j)
The details or significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company’s
operation in future.
Third:
The
report shall contain the particulars of contracts or arrangements with related
parties referred to in sub section (1) of section 188 in the form AOC-2.
NOTE:
Related
party transaction in relation to transaction mentioned in section 188(1) –
there are 7 transactions (a to g) shall be mentioned in AOC-2.
DRAFT FORMAT – ADBRIDGE DIRECTORS’ REPORT
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, _______.
1. FINANCIAL RESULTS
The Company’s financial performance, for the year ended March 31, __________:
(Rs in Lacs)
Particulars
|
Year
ended
31st
March ___
|
Year
ended
31st
March ____
|
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, _________.
2.
There has been no change in the
business of the Company during the financial year ended 31st March, ___________.
3.
DIRECTORS
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.
4.
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)
5.
MEETINGS OF BOARD OF DIRECTORS
(No. of Board Meeting) ___________Board Meetings were held during the
Financial Year ended March 31, __________ i.e. (Dates of Board Meetings).
6.
WEB LINK OF ANNUAL RETURN, IF ANY.
The Company is
having website i.e.___________________________ and annual return of Company has
been published on such website. Link of the same is given below:
OR
The Company doesn’t
having any website.
7.
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
OR
The following material changes and commitment
occurred during the year under review affecting the financial position of the
Company.
8.
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
9.
DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) 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, __________,
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,__________ 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.
(Author
– CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice
from Delhi and can be contacted at csdiveshgoyal@gmail.com). Disclaimer: The entire
contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation.
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 applicable Laws. The user of the information agrees that the
information is not a professional advice and 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
I have confusion that for Small Co & OPC only points mentioned in Rule 8A will apply or Rule 8A along with 134(3).
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