Draft Format of DIRECTOR’ REPORT - Series 482
Draft Format of ……..
DIRECTOR’ REPORT
OTHER THAN One Person Company & Small Company
Ø
The Board’s Report of Companies shall be prepared based on
the STANDALONE FINANCIAL STATEMENT of
the company and and should relate to the financial year for which such
financial statement is prepared.
Ø
The Board’s Report should avoid repetition of information.
If any information is mentioned elsewhere in the financial statement, a
reference thereof should be given in Board’s Report instead of repeating the
same
Ø
The Companies Act, 2013, mandates certain disclosures to be
made in the Board’s Report.
A listed company
is also required to comply with certain additional requirements as stated under
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. However, in this writeup disclosure about
listed companies are not covered.
In addition to
the disclosure requirements prescribed in this Standard, some sector specific
Regulations/Guidelines may require additional disclosures to be made in the
Board’s Report/Annual Report of companies operating in specific sectors such as
Public Sector Undertakings (PSUs),
Insurance Companies, Non- Banking Financial Companies, Housing Finance
Companies etc. Hence, such companies should make requisite disclosures in
accordance with applicable sector specific Regulations/Guidelines in its Board’s
Report/Annual Report
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, 2019.
1.
FINANCIAL RESULTS:[1]
The Company’s financial performance, for the year
ended March 31, 2019:
(Rs in Lacs)
Particulars
|
Year ended
31st March 2019
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Year ended
31st March 2017
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Turnover
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Profit Before Tax
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Less: Current
Tax
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Deferred Tax
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Income Tax earlier years
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Profit For The Year
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Add: Balance
in Profit and Loss Account
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Sub Total
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Less: Appropriation
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Adjustment
relating to Fixed Assets
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Transferred to
General Reserve
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Closing Balance
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The financial summary and highlights thereof should be
accompanied by the macro-economic, geo-political, financial, industry specific
as well as any company specific information affecting the business of the company
and the market in which it operates, along with the industry performance
vis-à-vis the company’s performance.
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, 2019.
2.
There has been no change in the business of
the Company during the financial year ended 31st March, 2019.
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. WEB LINK OF ANNUAL RETURN
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. Therefore, no need to of publication of Annual
Return.
Whether
Companies are required to prepare MGT-9 or required to publish MGT-9?
Details
discussion on same available on following Link:
4.
MEETINGS OF BOARD OF DIRECTORS
Seven Board
Meetings were held during the Financial Year ended March 31, 2019 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
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Ms. (Name of Director)
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7/7
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Ms. (Name of Director)
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6/7
|
5.
DETAILS OF FRAUD REPORT BY AUDITOR:
As per auditors’ report, no fraud u/s
143(12) reported by the auditor.
6.
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.
(As per latest provision
auditor shall be appoint for period of 5 years without any ratification.
Therefore, provision relating to auditor appointment shall be given once in 5
year.)
7.
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)
8.
PARTICULARS OF LOANS AND INVESTMENT
The Company has not
made any Investment, given guarantee and securities during the year under
review. There for no need to comply provisions of 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.
9.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that
were entered into during the financial year ended 31st March, 2019 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, 2019.
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, 2019 is annexed hereto as Annexure ___ in prescribed Form AOC-2
and forms part of this report.
10.
TRANSFER TO RESERVE:
The Company proposes to transfer a sum of Rs_________ to ___________
Reserve during the financial year ended 31st March, 2019
OR
The Board of Directors of your company, has decided not to transfer any
amount to the Reserves for the year under review.
11.
DIVIDEND:[2]
Profit and
declared: The Board of Directors of your company
is pleased to recommend a dividend of Rs. ______ per equity share of the face
value of Rs. ______ each (@____%), payable to those Shareholders whose names
appear in the Register of Members as on the Book Closure / Record Date. An
amount of Rs…… would be paid as dividend distribution tax on the dividend. The
dividend pay-out is in accordance with the company’s dividend distribution
policy
OR
Profit but not
declared: The Board of Directors of your
company, after considering holistically the relevant circumstances, has decided
that it would be prudent, not to recommend any Dividend for the year under
review.
OR
No Profit: The Board of Directors of your company, Not declared any Dividend for
the current financial year due to conservation of Profits/due to loss incurred
by the Company /due to insufficient profit.
12.
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
OR
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.
(i) …………………
(ii) ………………..
The
causes for such material changes and commitment as stated above and remedial
measures taken by the company
13.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS & OUTGO:
A. Conservation of Energy, Technology Absorption
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 in respect of conservation of energy and technology
absorption have not been furnished considering the nature of activities
undertaken by the company during the year under review.
OR
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under Section 134
(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished in Annexure…….and is attached to this
report.
B. Foreign Exchange earnings and Outgo
Earnings
|
|
Outgo
|
14.
15.
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.
16.
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.
Note:
Provided further that
where the policy referred to in Directors’ Report is made available on
company's website, if any, it shall be sufficient compliance of the
requirements under such clauses if the salient features of the policy and any
change therein are specified in brief in the Board's report and the web-address
is indicated therein at which the complete policy is available]
[Provided that where
disclosures referred to in this sub-section have been included in the financial
statements, such disclosures shall be referred to instead of being repeated in
the Board's report.
17.
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
|
Performance of
Subsidiary/ Associate/ Joint venture and their contribution to overall
performance on company as follow:
-----------------
18.
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)
19.
DEPOSITS
The Company has
not accepted any deposits during the year under review.
20.
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.
21.
COST RECORD
The provision of Cost audit as per
section 148 doesn’t applicable on the Company.
OR
The provision of Cost audit as per
section 148 applicable on the Company and company has maintained proper records
and account of the same as required under the act.
22.
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.
23.
CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE
The
Company has constituted committee under the sexual harassment of women at
workplace (prevention, prohibition and Redressal) Act, 2013 and However,
company has complied with the provisions of the same.
24.
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.
25.
COMPLIANCE WITH SECRETARIAL STANDARD:[3]
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
26.
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, 2019, 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 31,2019 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.
27.
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 Director) (Name of Director)
(Director) (Director)
DIN: ________________ DIN: ________________
Add: (Address of Director) Add: (Address of Director)
SIGNING OF BOARD REPORT:
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 authorised 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.
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.
v There are some other disclosures also for the Listed Company and every
other public limited Company, which are not coverd above like:
§ As per Rule 8(4)
§ As per Section 134(3)(p)
§ As per Section 134(3)(d)
§ As per Section 134(3)(e)
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Ø SIGNING OF BOARD REPORT:
134(6) The
Board’s report and any annexure thereto under sub-section (3) shall be signed
by
§ its chairperson of the company if he is authorized
by the Board and where he is not so authorized, shall be signed by at least two
directors, one of whom shall be a managing director
§ The annexures to the Report shall be signed in the similar manner as the Report, EXCEPT the Report on CSR activities of
the company, which is required to be signed by the Chief Executive Officer or
the Managing Director or any other Director of the company and by the Chairman of the CSR Committee of the
company.
Ø Placing of the Report on the Website
§ The Report shall be placed on the website of the
company, if any.
§ Third proviso to sub-section (1) of section 136 of
the Act states that a listed company shall also place its financial statements
including consolidated financial statements, if any, and all other documents required
to be attached thereto, on its website, which is maintained by or on behalf of
the company.
§ As a matter of good corporate governance practice,
the above requirement is also company extended to unlisted companies having a
website.
Ø The Report along with the audited financial
statement of the company shall be filed with the Registrar of Companies.
Ø ANNEXURES TO THE REPORT
The following
matters, wherever applicable, will be annexed to the Report:
• Particulars of prescribed contracts / arrangements
with related parties in Form AOC-2.
• Prescribed particulars of remuneration of Directors
and employees.
• Secretarial Audit Report for the relevant year in
Form MR-3.
• Annual Report on CSR activities. (Refer
Annexure-VIII)
(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
[1] Rule
8A, sub rule 5(i)
[2] Section
134(3)
[3]
Requirement of Secretarial Standard 1.
[4] Sub-paragraph
(f) of the Directors’ Responsibility Statement, as stated above, is applicable
only to listed companies.
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