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Format of Director Report as per Company Act 2013


Format of Director Report as per Company Act 2013

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Format of Director Report as per Company Act 2013

 

Dear Shareholders

 

Your Directors are pleased to present the _________Annual Report together with the Audited Financial statements for the year ended 31st March, «YearClos».

 

Financial Results

 

PARTICULARS

   

Sales and Other Income

   

Operating Profit (PBIDT)

   

Interest Cost                                 

   

Profit before Depreciation (PBDT)

   

Depreciation

   

Profit before Tax

   

Provision for Taxation

   

Profit after Tax

   

 

Operations and State of Company’s affairs

During the year under review your company did well. Your directors expect that the company will achieve new heights in the ensuing year.

 

Deposit

During the year under review the company has not accepted any deposits.

Or/and

 

Deposits amounting to Rs. ….. remain unpaid/unclaimed at the end of the year.

Or/and

 

There was no default in repayment of deposits or interest thereon during the current year.

Or/and

There was a default in repayment of deposits/interest of deposits amounting to Rs. ……

                                                              Or/and

The details of loan taken from directors or their relatives are as per Note No…to the Financial Statements.

Or/and

 

Deposits of Rs. ….. do not comply with the requirements of chapter V of the Companies Act 2013.

 

Reserves

The following amount Rs.__________ proposed by the Board has been transferred to Reserves.

 

Dividend

Based on the company’s performance, the directors are pleased to recommend, for the approval of the members a Final Dividend of Rs. ___/- per Share on Equity shares of the company for the financial year «FinYear».

 

Change in the nature of business

There is no Change in the nature of the business of the Company during the year.

 

Industrial Relation

Industrial relation continues to be cordial. Your directors express deep appreciation for the dedicated services rendered by workers, staff officers of the company.

 

Web address

The annual return of the company is available at www.              . The same may be downloaded by clicking this link _____.

 

Meetings of the Board

__________meetings of the Board of Directors were held during the year. Details of the same are as follows:

Date

Board Strength

No. of directors present

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors' Responsibility Statement

 

Pursuant to requirement under sub-section (3) and (5) of Section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your directors state that:

  1. In the preparation of the Annual Accounts, 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;
  2. The Directors have selected such accounting policies and applied them consistently and made judgements 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 31st March «YearClos» and of the profit /loss of the company for that period;
  • 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;
  1. The Directors have prepared the annual accounts on a ‘going concern’ basis.
  2. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively ;(*applicable only in case of listed companies)

 

  1. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

 

 

Vigil mechanism/ whistle blower policy

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism of Directors and Employees to report genuine concerns has been established. The Whistle Blower Policy (vigil Mechanism) constitutes…………... During the year under review, no protected disclosure from any whistle blower was received by the designated officer under the Vigil Mechanism.

;(*applicable only in case of listed companies)

 

Risk Management Policy

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its abilities to achieve its strategic objectives. The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The risk management Policy includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The operations and working of the Company can be affected on account of any of the following risk factors;

  • Policy of Government
  • Policy of competitors
  • Market conditions

Or

 

The Company does not have any Risk Management Policy as the elements of risk threatening the Company’s existence are very minimal and reckoned as non-consequential in nature.

 

Internal Financial Controls

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.

 

Contracts and arrangements with related parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis.

Your directors draw attention of the members to Note No ……... to the financial statement which sets out related party disclosures.

 

OR

 

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure No. 3 to the Board's report.

 

Corporate Social Responsibility

The Corporate Social Responsibility and Governance Committee has formulated and recommended to the Board, a Corporate Social Responsibility (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

 

The Company has spent Rs________, (________percentage of the average net profits of last three financial years) on CSR activities.

 

The Company has undertaken the CSR initiatives in compliance with Schedule VII to the Act.

 

The Annexure disclosing contents of CSR Policy in pursuance of Companies(Accounts) Rules, 2014 and Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure No. 3 to this report.

 

Directors and Key Managerial Personnel

 

Details of directors or KMP Who were appointed or have resigned during the year

In accordance with the provisions of the Act and the Articles of Association of the Company, ________________ retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Or

During the period under Review, Mr.________ resign from the board of directors of the company. The Board appreciates their valuable contribution to the Board’s functioning during their tenure.

 

Further Mr._______________ was appointed as Additional Director w.e.f………………. and his appointment as Director was confirmed by the Members in the AGM held on ………………………. The company will enrich from his/her experience and will achieve new heights.

 

Or

 

The appointment of Key Managerial Personnel is not mandatory as per Section 203 of the Companies Act, 2013.

 

Or

 

During the period under review, changes as per below table has been made in the composition of Board of Director and KMP and as per the declaration received from Directors under section 164 of the Companies Act, 2013 none of the director is disqualified.

 

S.NO

Name of Director/KMP

Particular of Change

Date of Appointment/Cessation

1.  

 

Cessation

 

2.  

 

Appointment

 

 

Declaration by independent directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Board confirms that each of these Independent Directors is independent of the management of the Company and has requisite qualification and experience to act as Independent Directors for the Company and further that in the Board’s opinion each of them is a person of integrity and possess relevant expertise and experience in the fields related to the Company’s business.

 

OR

The company is not required to appoint independent director as per the provisions of section 149(4) of the Companies Act, 2013.

 

Company’s policy on directors’ appointment and remuneration:

The Company has devised a policy on Director’s appointment and remuneration which includes criteria for performance evaluation, for determining positive attributes, qualifications and recommendations on remuneration payable to Directors, Key Managerial Personnel and employees. The policy is available at the following link____________

(*applicable only in case of companies covered under sub-section (1) of section 178 (except government companies.)

 

 

Particulars of loans, guarantees or investments

 

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

 

OR

There are no loans, guarantees or investments in excess of the limits prescribed u/s 186 of the Act.

 

Auditors

 

Statutory auditors

 

At the Annual General Meeting held on _____ , M/s «CAFirm», Chartered Accountants, «AudPlace» were appointed as Statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year ……... In terms of the provisions of the Companies (Amendment) Act, 2017, the term of the auditors does not require ratification every year. In this regard, the Company has received a certificate from the auditors of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under.

 

The Notes to Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments. The Auditors’ report does not contain any qualification, reservation or adverse remark.

 

Or

 

After 5 years

M/s «CAFirm», Chartered Accountants, «AudPlace», the company’s Auditors retire at the conclusion of this ensuing Annual General Meeting and offer themselves for reappointment to hold office from the conclusion of this Annual General Meeting to the conclusion of Sixth consecutive Annual General and Board of directors of the company be and are hereby authorized to fix such remuneration as may be determined in consultation of auditors.

 

They have confirmed their eligibility to the effect that their reappointment if made would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

 

The Notes to Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments. The Auditors’ report does not contain any qualification, reservation or adverse remark.

 

Appointment of Auditor in place of retiring auditor

 

M/s «CAFirm», Chartered Accountants, «AudPlace», the company’s Auditors retire at the conclusion of this ensuing Annual General Meeting. Pursuant to the recommendation of the Board of directors, M/s «CAFirm», Chartered Accountants «Reg_No» are proposed to be appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting to the conclusion of Sixth consecutive Annual General Meeting and Board of directors of the company be and are hereby authorized to fix such remuneration as may be determined in consultation of auditors. . In this regard, the Company has received a certificate from the auditors of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under.

 

The Notes to Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments. The Auditors’ report does not contain any qualification, reservation or adverse remark.

 

Instances of fraud, if any reported by the auditors

There have been no instances of any fraud reported by the statutory auditors under section 143(12) of Companies Act 2013.

 

Secretarial auditor

 

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the practicing company secretary in their reports

The provisions of Section 204 of the Companies Act, 2013 relating to submission of Secretarial Audit Report is not applicable to the Company.

 

 

Cost Audit 

 

The provisions of section 148 are not applicable to the company.

OR

The company has made and maintained proper cost records as specified by the Central Government under sub-section (1) of section 148.

OR

The Company had appointed M/s…………………., Cost Accountants as the Cost Auditors of the Company for the financial year «FinYear» under Section 148 of the Companies Act, 2013 to conduct Cost Audit relating Cost Records maintained by the Company in respect of other machinery. As required under Rule 14 of the Companies (Audit and Auditors) Rules, 2014, for the purpose of subsection (3) of Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditors for the year under review as recommended by Audit Committee and considered and approved by Board will be placed before the Members for ratification at the ensuing Annual General Meeting.

 

 

Material changes and commitments affecting financial position between the end of the financial year and date of report

There were no such changes during the year.

Or

The changes are as under….

Details of significant & material order passed by the regulators, court & tribunals

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the company.

 

Particulars of Employees and related disclosures

 

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more for a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as follows:

 

Or

 

None of the employee is in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of Companies ((Appointment and Remuneration of Managerial Personnel) Rules, 2014.

 

Subsidiaries, joint ventures or associate companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Or

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is presented as per Annexure…. to this report.

Or

The statement containing the salient features of the financial statements of the company’s subsidiary(ies)/associates(s)/joint venture(s) is as per Form AOC-1 : Annexure 2 to this report.

 

The names of companies which have become or ceased to be the company’s subsidiary, associate or joint venture company during the year are as per Annexure… to this report.

 

Consolidated financial statements

 

The Consolidated Financial Statements of the Company along with those of its Subsidiaries and Joint Venture Companies have been prepared as per …………………….. issued by the Institute of Chartered Accountants of India and shown the financial resources, assets, liabilities, income, profits and other details of the Company and its group of entities as a single entity.

 

 

Disclosure under Sexual Harassment of Women at Workplace

 

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, cast, creed or social class of the employees. The Company has in place the requisites Internal Committee as envisaged in the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints, if any, received regarding sexual harassment.

 

Complaints received during the year:     

Complaints have been disposed:

Complaints under Investigation:

Or

 

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy

 

Or

No complaints on the issues covered by the said act were reported to the Internal Committee / Board during the year.

 

Report on Performance Evaluation of the board, committees and individual directors

The annual evaluation of the individual directors, committees and the board as a whole was conducted based on the criteria and framework adopted by the board. The manner of evaluation has been appended in the annexure ….. to this report.

(*applicable in case of listed companies and public companies having a paid up share capital of Rs. 25 crores of more at the end of preceding financial year.)

 

Conservation of energy

In the opinion of the directors there is no need to take any measure in this regard. The company does not have any proposal for additional investment in this regard. The details of energy consumption are not required to be given.

 

Technology absorption

The research and experiments are carried on as part of the normal business activities, as such no separate figures are available.

Or

  1. The efforts made towards Technology absorption: Operations of the company do not involve any kind of special technology and the resources have been utilized optimally.
  2. The benefits derived like product improvement, cost reduction, product development   or import substitution:

iii.    In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

  • The details of technology imported:
  • The year of import:
  • Whether the technology been fully absorbed:
  • If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:
    1. The expenditure incurred on Research and Development:

 

 

Foreign Exchange Earnings & Outgo

Earnings: Rs._______Previous year Rs._________

Outgo: Rs.________  Previous year Rs. __________

 

OR

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act are as follows:

 

Acknowledgement

 

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, 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 Behalf of Directors 

Director_Report-20190909050022.docx

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