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

 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, 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	Year ended 31st March 2017
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

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 31^st March, 2019.

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

http://www.csdiveshgoyal.info/2018/08/mgt-9-requirement-series-377.html

              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
Ms. (Name of Director)	7/7
Ms. (Name of Director)	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 31^st 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 31^st 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 31^st 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.

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.[4]

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)

If anyone wants Word copy of such Draft Directors’ Report can send a mail on Goyaldivesh.associates@gmail.com. If anyone wants to join our whatsapp Group “Gyan Gurukul- 20” whatsapp me following details Profession, Name and City on 8130757966

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

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[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.