Draft - Director's report for private limited company

DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com 1 DRAFT DIRECTOR’S REPORT FOR PRIVATE LIMITED COMPANY 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 t he Year ended March 31, 2016. 1. FINANCIAL RESULTS The Company’s financial performance, for the year e nded March 31, 2016: (Rs in Lacs) Particulars Year ended 31st March 2016 Year ended 31st March 2015 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, 2016. 2. There has been no change in the business of the Co mpany during the financial year ended DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com 2 31st March, 2016. The highlights of the Company’s performance are as under:-  Revenue from operations increased by ______ from Rs . ________ lacs to Rs. _______ lacs.  Net Profit for the year increased by ________% from Rs. _________ lacs to Rs. _________ lacs.  Earnings per share have increased by ________% from Rs. _______ to Rs. ________. The increase in revenue, net profit and EPS as ment ioned above is accredited to increase in turnover in comparison to the last financial year. 3. DIVIDEND In the month of ________¦the Company declared an In terim Dividend of Rs__________per share . Your Directors are pleased to recommend a final div idend of Rs____________per share aggregating to Rs______________per share (both inclusive interi m and final) for the current financial year. The dividend if approved and declared in the forthcomin g Annual General meeting would result a total Dividend outflow of Rs__________________and D ividend Distribution Tax of Rs ================ aggregating a total outflow of Rs_ _______. or Your Directors are pleased to recommend a dividend of Rs______ per share aggregating to Rs¦..per share for the current financial year. The dividend if approved and declared in the forthcoming Annual General meeting would result a D ividend outflow of Rs¦¦¦and dividend Distribution Tax of Rs¦¦ aggregating a total outflo w of Rs¦¦¦¦.. or No Dividend was declared for the current financial year due to conservation of Profits/due to loss incurred by the Company /due to insufficient p rofit. 4. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE C OMPANIES The Company does not have any Subsidiary, Joint Ven ture 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 und er review is provided below: S. N. Name of the Company Subsidiary/JV/Associate Become/Ceased Effective Date 5. INTERNAL FINANCIAL CONTROL DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com 3 The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tes ted and no reportable material weakness in the design or operation was observed. 6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) There has been no change in the constitution of Boa rd during the year under review i.e. the structure of the Board remains the same. In view of the applicable provisions of the Compani es 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 repo rt) 7. AUDITOR Statutory Auditors The Auditors, M/s (Name of Auditor Firm), Chartered Accountants, (Firm Registration No. _________________), hold office until the conclusio n of the (Year upto to which appointed) Annual General Meeting. The Directors recommended that M/s (Name of Auditor Firm). Chartered Accountants, be ratified as the Statutory Auditors of the Company at the forthcoming Annual General Meeting of the Company to hold office till the conclusion of the next Annual General Meeting of the Company. 8. BOARD’S COMMENT ON THE AUDITORS’ REPORT The observations of the Statutory Auditors, when re ad together with the relevant notes to the accounts and accounting policies are self explanato ry and do not call for any further comment. OR (Explanation or comment by the Board on every quali fication, reservation, adverse remark or disclaimer made by the statutory auditor in his rep ort and/or by the secretarial auditor in the secretarial Audit Report) 9. MEETINGS OF BOARD OF DIRECTORS Seven Board Meetings were held during the Financial Year ended March 31, 2016 i.e. (Dates of Board Meetings) . The maximum gap between any two Board Meetings wa s less than one Hundred and Twenty days. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com 4 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 10. PARTICULARS OF LOANS AND INVESTMENT The Company has not made any Investment, given guar antee and securities during the year under review. There for no need to comply provision s of section 186 of Companies Act, 2013. OR Details of Loans, Guarantees and Investments covere d under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the F inancial Statements. 11. EXTRACT OF ANNUAL RETURN The extract of Annual Return in Form No.MGT-9 as re quired under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2 016 is annexed hereto as Annexure A and forms part of this report. 12. CONSOLIDATED FINANCIAL STATEMENTS Company doesn’t have any subsidiaries so there is n o need to prepare consolidated financial statement for the F. Y. 2014-15. 13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All related party transactions that were entered in to during the financial year ended 31st March, 2016 were on an arm’s length basis and were in the ordin ary course of business. Therefore, the provisions of Section 188 of the Companies Act, 201 3 were not attracted. Further, there are no materially significant related party transactions d uring the year under review made by the Company with Promoters, Directors, or other designa ted 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 w ith related party for the year, as per Accounting Standard -18 Related Party Disclosures i s given in Note no 24 to the Balance Sheet as on 31 st March, 2016. OR The particulars of contracts or arrangements with r elated parties referred to in sub section (1) of DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com 5 section 188 entered by the Company during the financial year ended 31st March, 2016 is annexed hereto as Annexure ___ in prescribed Form AOC-2 and forms part of this report. 14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND F OREIGN 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 energ y, 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 i s furnished in Annexure…….and is attached to this report. B. Foreign Exchange earnings and Outgo 15. 16. RISK MANAGEMENT POLICY Risk Management is the process of identification, a ssessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitiga te/control the probability and/or impact of unfortunate events or to maximise the realization o f opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Proc edure which is reviewed by the Board from time to time. These procedures are reviewed to ensu re 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 be en formulated in the areas such as business, project execution, event, financial, human, environ ment and statutory compliance. OR The Company has developed and implemented a risk ma nagement policy which identifies major risks which may threaten the existence of the Compa ny. The same has also been adopted by your Board and is also subject to its review from time t o time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. 17. GENERAL Your Directors state that no disclosure or reportin g is required in respect of the following items as there were no transactions on these items during the year under review: 1. Details relating to deposits covered under Chapter V of the Companies Act, 2013. Earnings Outgo DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com 6 2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 3. The Company has no subsidiary and neither the Manag ing Director nor the Whole-time Directors of the Company receive any remuneration o r commission from any of its subsidiaries. 4. No significant or material orders were passed by th e Regulators or Courts or Tribunals which impact the going concern status and Company’s opera tions in future. 5. CSR is not applicable on the Company. 18. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE The Company is committed to provide a safe and cond ucive work environment to its employees. During the year under review. Your Directors further state that during the year u nder review, there were no cases filed pursuant to the Sexual Harassment of Women at Workp lace (Prevention, Prohibition and Redressal) Act, 2013. 19. DEPOSITS The Company has not accepted any deposits during th e year under review. 20. TRANSFER TO RESERVE: The Company proposes to transfer a sum of Rs_______ __ to ___________ Reserve during the financial year ended 31 st March, 2016 OR No amount was transferred to the reserves during th e financial year ended 31 st March, 2016. 21. MATERIAL CHANGES AND COMMITMENTS No material changes and commitments affecting the f inancial 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 occur red during the year under review affecting the financial position of the Company. 22. 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 Re sponsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which h as been approved by the Board. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com 7 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. 23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED B Y THE REGULATORS, COURTS AND TRIBUNALS No significant and material order has been passed b y the regulators, courts, tribunals impacting the going concern status and Company’s operations in fu ture. 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 24. 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 y ear ended March 31, 2016, 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 policie s and applied them consistently and made judgments and estimates that are reasonable an d prudent so as to give a true and fair view of the state of affairs of the Company as at M arch 31,2016 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 provision s of the Act for safeguarding the assets of the Company and for preventing and detecting fra ud 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 secti on 134(3) of the Companies Act, 2013 pertaining to laying down internal financial contro ls 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 a nd operating effectively. DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES Twitter: @DiveshGoyal04 Whatsapp: 8130757966 FB: csdiveshgoyal@gmail.com Blog: www.csdiveshgoyal.info Gmail Id: csdiveshgoyal@gmail.com 8 25. ACKNOWLEDGMENT Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the banks, Government autho rities, customers, vendors and members during the year under review. Your Directors also w ish to place on record their deep sense of appreciation for the committed services by the Comp any’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 Direc tor) Notes
There are certain additional event based disclosure s mandated to be disclosed as per the Act. The same may be required to be additionally di sclosed upon happening of the event.
All applicable annexure needs to be additionally en closed as a part of this report. As mentioned in the report, some annexure are to be pr epared as per the prescribed format provided in the Act. (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 prep ared 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 accura cy, completeness and reliability of the information provided, I assume n o responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. Th e user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume n o responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, S PECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMA TION. This is only a knowledge sharing initiative and author do not intend to solicit any business or profession.