Draft Format of DIRECTOR’ REPORT ONE PERSON COMPANY & SMALL COMPANY- Series 481
ONE PERSON COMPANY & SMALL COMPANY
The Board’s Report of One Person Company shall be prepared based on the STANDALONE FINANCIAL STATEMENT of the company, which shall be in abridged form and contain the following:-
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 SUMMRAY
The Company’s financial performance, for the year ended March 31, __________:
(Rs in Lacs)
31st March ___
31st March ____
Profit Before Tax
Less: Current Tax
Income Tax earlier years
Profit For The Year
Add: Balance in Profit and Loss Account
Adjustment relating to Fixed Assets
Transferred to General Reserve
2. STATE OF AFFAIRS / HIGHLIGHTS
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, ___________.
Sub-section (3) of section 134 of the Act requires a company to disclose the state of the company’s affairs in the Report
· The disclosure under this heading should include a brief description of the nature of business of the company specifying growth achieved in terms of volume of the key products/services of the company, structural changes in the business, new acquisition and development of Intellectual Property Rights etc.
· It should specify all material events having an impact on the company’s business including operational highlights indicating the overall growth of the company and diversification, if any, made during the year
3. CHANGE IN DIRECTORSHIP
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.
If there is any change, mentioned that Mr. …… has been resigned/ appointed w.e.f. ____________ as Director / MD/ etc of Company.
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.
(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:
The Company doesn’t having any website. Therefore, no need to of publication of Annual Return.
Whether Companies are required to prepare MGT-9 or required to publish MGT-9?
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7. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report
If there are material changes and commitments but their impact on the financial position is not determinable, a statement should be disclosed in the Report as under :
“Following material changes and commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report and their impact on financial position of the company is not determinable.
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.
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
Details of significant and material orders passed by any Regulator, Court, Tribunal, Statutory and quasi-judicial body, impacting the going concern.
9. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITOR:
As per auditors’ report on financial statement there is no fraud u/s 143(12)
10. 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.
11. COMPLIANCE WITH SECRETARIAL STANDARD:
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively
The Company has not accepted any deposits during the year under review.
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.
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134(6) The Board’s report and any annexures thereto under sub-section (3) shall be signed by
§ its chairperson of the company if he is autShorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director
§ In the case of a One Person Company, by one Director
(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at email@example.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
 Clause (g) (Rule 8A of the Companies (Accounts) Rules, 2014)
 Clause (f) (Rule 8A of the Companies (Accounts) Rules, 2014)
 Clause (i) (Rule 8A of the Companies (Accounts) Rules, 2014)
 Clause (e) (Rule 8A of the Companies (Accounts) Rules, 2014)
 Clause (b) (Rule 8A of the Companies (Accounts) Rules, 2014)
 Clause (a) (Rule 8A of the Companies (Accounts) Rules, 2014)
 Clause (h) (Rule 8A of the Companies (Accounts) Rules, 2014)
 Clause (j) (Rule 8A of the Companies (Accounts) Rules, 2014)
 Clause (d) (Rule 8A of the Companies (Accounts) Rules, 2014)
 Clause (c) (Rule 8A of the Companies (Accounts) Rules, 2014)
 Sub-paragraph (f) of the Directors’ Responsibility Statement, as stated above, is applicable only to listed companies.
 Requirement of Secretarial Standard 1.
 Requirement of Section 73