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 31^st 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.

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 31^st March, _________.

2.       There has been no change in the business of the Company during the financial year ended 31^st 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