Performa of Director’s Report, 2015 and onwards

DIRECTOR’S REPORT

 

To,

The Members,

…………………………….. PRIVATE LIMITED

New Delhi,

 

Your directors have pleasure in presenting their …………….Annual Report & Audited Statement of Accounts of the Company for the year ended on 31st March, 2015

 

  1.   FINANCIAL RESULTS                                         Current Year                               Previous Year    

(Rs. in Lacs)                           ( Rs. in Lacs)

 

Turnover

 

Profit/(Loss) before Depreciation, Interest,

&Tax.

Less: Depreciation

Profit/(Loss) before Interest &Tax

Less: Interest

Profit/(Loss) Before Tax

 

Prior Period or Any Other Adjustment

MAT Credit Entitlement

Less: Tax Expenses

Current Tax

Deferred Tax

Net Profit/(Loss) from Continuing

  Operation after Tax                                                           

 

Balance B/F from Last Year

 

  TOTAL                                                                                    

  Transfer from Revaluation Reserve

  Appropriation                                                       

Balance Carried Over To Balance Sheet

TOTAL

 

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR

(If there is more than one division, division wise working details are required to be given.)

During the year under review, the Company has made the Turnover of ……….. Lacs in comparison to Previous year’s Turnover of …………. Lacs and has incurred Loss of  ………….. Lacs against Previous year’s Loss of ` ………….. Lacs. (Reason of loss is required to be mentioned)The directors are quite hopeful that the performances of the Company will improve.

3. EXTRACT OF ANNUAL RETURN UNDER SECTION 92           

                 As per Annexure A (MGT – 9)

4. NUMBER OF MEETINGS OF THE BOARD

                                                                   

S. No.Date of Board Meeting
  
  
  
  
  

 

5. DIRECTOR’S RESPONSIBILITY STATEMENT

Your Directors confirm that:

  1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
  2. the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;
  3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
  4. the directors had prepared the annual accounts on a going concern basis; and
  5. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

6. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY (Applicable to every listed companies and any class of public companies as may be prescribed) A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 shall be enclosed. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

 7. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details about the changes in the directors or key managerial personnel by way of appointment, re –designation, resignation, death or disqualification, variation made or withdrawn etc. In the case of a public company, the name of the director who is/are liable to retire by rotation and also whether he/they offers/offer for reappointment.

8. NOMINATION AND REMUNERATION COMMITTEE (Section 178)

(Applicable to listed companies and such other class or classes of companies, as may be prescribed)

The policy formulated by nomination and remuneration committee to be disclosed.

9. AUDITOR’S REPORT

With reference to Auditor’s remarks, directors would like to state that ………………………

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186;

S. R, No.Nature of transaction (whether loan/ guarantee/ security/ acquisition)Date of making loan/acquisition / giving guarantee/ providing securityName and address of the person or body corporate to whom it is made or given or whose securities have been acquired

(Listed/Unlisted entities)Amount of loan/ security/ acquisition /guarantee1    2    3    

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF (SECTION 188)

As per Annexure B (FORM NO. AOC -2)

12. RESERVES (if any)

The amounts of Rs. …….., the Board proposes to carry to …… reserves.

or

There is no Amount proposed to carry to any reserve during the current financial year.

13. DIVIDEND (IF ANY)

The Board proposes to declare/ declared amount of Rs. ……… as dividend to Company’s Equity Shareholder.

or

There is no dividend proposed/ paid during the financial year due to losses in current year.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

15. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information in accordance with the provision of Section 314(3)(m) of the Companies  Act, 2013, read with The Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is  as under –

  1. Conservation of energy                                                N. A.
  2. Technology Absorption                                               N. A.
  3. Foreign Exchange Earnings & Outgo

                                                                                        Current Year              Previous Year

            (a) Foreign Exchange Earnings:                 NIL                            NIL

            (b) Foreign Exchange Outgo   :                   NIL                            NIL

16. RISK MANAGEMENT POLICY

(A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.)

The Company works, subject to certain risks that affect our ability to operate, serve our clients, and protect assets. These include risks to employees and volunteers, liability to others, and risks to property.

Accidents and other situations involving loss or near-loss will be investigated as part of the effort to manage risks. Every employee’s and volunteer’s performance will be evaluated, in part, according to how he or she complies with this policy.

17. DEPOSITS

The company has not accepted any Deposits under section 73 of the Companies Act, 2013
read with The Companies (Acceptance of Deposits) Rules, 2014.

Or

The details relating to deposits, covered under Chapter V the Companies (Acceptance of Deposits) Rules, 2014

           Or

The details of deposits which are not in compliance with the requirements of Chapter V of the Act

18. CORPORATE SOCIAL RESPONSIBILITY POLICY:

(Section 135) is applicable to the Companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 crore or more during any of the three preceding financial year

     

Details of CSR Committee:

The Corporate Social Responsibility Committee has been newly constituted by the Board of directors on October ……., 20….. As on March 31, 2015 the Committee consists of Mr…… (Chairman) & Mr. ……………….., Independent Directors and Mr. …………….. & Mr. ………………, Executive Directors

Contribution:

The Company has made significant investments in community welfare initiatives including the underprivileged through education, training, health, environment, capacity building and rural centric interventions. The employees of the Company also participated in many of such initiatives.

19. STATEMENT INDICATING FORMAL ANNUAL EVALUATION-

Applicable only to listed Companies and Public Companies having a paid-up share cap. of Rs. 25 Crore or more.

20. Information of change in the nature of Business; if any.

21. SUBSIDIARY COMPANY

(Name of Companies which have become or ceased to be its subsidiaries, joint-venture or associate Companies during the year.)

The Company is to be continued Subsidiary of ………….. Pvt. Ltd, which holds ……………….. Equity Shares (…………….%) of the Company and ………….% equity Shares (…………..) …………… Pvt. Ltd. which is subsidiary of ………………………………………………………….. Pvt. Ltd.

22. the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future;

23. details in respect of adequacy of internal financial controls with reference to the Financial Statements.

 24. AUDITORS

The Auditors M/S ……………… & Co. Chartered Accountants, who are the statutory auditors of the Company to hold office till the conclusion of the ……… AGM and the matter relating to their appointment upto …….. AGM will be placed in the AGM for members’ ratification.

25. SECRETARIAL AUDIT REPORT

Every Public Company having Paid-up share capital of Rs. 50 crore or more.

Every Public Company having Turnover of Rs. 250 crore or more.

As a measure of good corporate governance practice, the Board of Directors of the Company appointed ……………., Practising Company Secretary, to conduct the Secretarial Audit. The Secretarial Audit Report for the financial year ended March 31, 20…., is provided in the Annual Report.

The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, the Foreign Exchange Management Act, 1999 to the extent applicable to Overseas Direct Investment (ODI), Foreign Direct Investment (FDI) and External Commercial Borrowings (ECB), all the Regulations and Guidelines of SEBI as applicable to the Company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, Listing Agreements with the Stock Exchanges and the Memorandum and Articles of Association of the Company.

 26. COST AUDITORS

 Cost Audit applicability: Turnover 100 Cr. From all of its Products and 35 Cr. From auditable products

Cost Records applicability: Turnover 35 Cr. Or more during the immediately preceding F.Y.

The Company has appointed M/s. ………………., Cost Accountants,  adodara as Cost Auditors of our Company for conducting Cost Audit in the Company for the year ended 31st March, 2015.

27. CORPORATE GOVERNANCE

Applicable only on Listed Companies.

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

28. AUDIT COMMITTEE

Applicable on listed Companies

The Audit Committee of the Company has been in existence from …….

  1. Terms of Reference:

The Audit Committee is responsible for overseeing the Company’s financial reporting process by providing direction to audit function and monitor the scope and quality of internal and statutory audits.

The Head of Internal Audit function reports to the Audit Committee. The Committee acts as a link between the management, external and internal Auditors and the Board of Directors of the company.

Before submission to the Board for approval, the Committee reviews the quarterly/half yearly/annual financial statements with reference to changes if any, in accounting policies and reasons for the same, major accounting entries involving estimates based on exercise of judgment by management, adjustments if any, arising out of audit findings, disclosure of related party transactions, compliance with listing and legal requirements relating to financial statements, qualifications, if any, in the draft Audit Report and above all adequacy of Internal Control Systems.

The Committee holds discussion with external Auditors before the audit commences regarding the nature and scope of audit and post audit discussion to ascertain any area of concern. It also reviews the Company’s financial and risk management policies especially enterprise level risks.

The Committee also looks into the matters as are specifically referred to it by the Board of Directors besides looking into the mandatory requirements of Clause 49 of the Listing Agreement and provisions of Section 177 of the Companies Act, 2013.

b. Composition, Names of Members and Chairman

 The Audit Committee consists of Mr. …………, Independent Director as Chairman, Mr. ……… ….., Mr. …………… Independent Directors as Members and Mr………… a Non-Independent Director as Member.

All the members of the Audit Committee have expertise in financial and general management

Mr. …………………………………, Company Secretary is the Secretary to the Committee

The Managing Director, Chief Financial Officer and Head – Legal, Secretarial and Audit a_ end all the mee_ ngs of the Commi_ ee as invitees

29. Appreciation

Your directors wish to place on record their deep sense of appreciation of the devoted services rendered by the executives’ staff and bank etc.

                                                                                              BY ORDER OF THE BOARD

…………………..………..

                                                                                                          (CHAIRMAN)                                                                                  DIN ……………

                                                                                     Add:………………….

PLACE:  NEW DELHI

DATE:

Published by

Shushant ( ICAI Final )

Shushant is a Chartered Accountant student at Institute of Chartered Accountants of India. He is also a Student of Company Secretary at Institute Of Company Secretaries of India. He is a administrator of this site . In his spare time he hang out with his friends and discuss about the current issues in market. You can find his latest blog posts at www.enrollmyexperience.com and at his facebook profile.

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