Draft Board of Directors Report
Dear Shareholders,
On behalf of the Board of Directors, it is my pleasure to present the …………….th Annual Report of ……………………. (“the Company”) together with the Audited Statement of Accounts for the year ended March 31, 20…………….
Highlights of Financial Performance
The Company has recorded the following financial performance, for the year ended March 31, 20XX:
| Particulars | Year Ended 31st March, 20….. | Year Ended 31st March, 20….. (previous year |
| Total Income | ||
| Total Expenses | ||
| Provision for Income Tax | ||
| Profit/(Loss) After Tax | ||
| Transferred to General Reserve |
Summary of Operations
In Case of Profit
During the year, the net revenue from operations of your Company increasedfrom Rs ……………. to Rs. …………………..
In Case of Loss
During the year, the net revenue from operations of your Company decreasedfrom Rs ……………. to Rs. …………………..
State of Affairs
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, 20………………No dividend was declared for the current financial year
Details of Subsidiaries, Joint Ventures or Associate Companies (Only if applicable)
The Company does not have any Subsidiary, Joint Venture or Associate Company.
Internal Financial Control
The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed.
Directors & Key Managerial Personnel (KMP)
There has been no change in the constitution of Board of Directors during the year under review i.e. the structure of the Board remains the same.
In Case of Changes to Board of Directors
The following changes have been made to the Board of Directors of the Company during the year:
| S.No | Name | Designation | Appointment or Resignation | Appointment Date or Resignation Date |
In view of the applicable provisions of the Companies Act, 2013, the Company is not mandatorily required to appoint any whole time KMPs.
Meeting of Board of Directors
A total of ………. Board Meetings were held during the financial year ended 31st March 20……….. on …………….., ……………….., ……………………, ……………………. ,…………………. The maximum gap between any two Board Meetings was less than one 120 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 |
Board’s Comment on Auditor’s 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.
Statutory Auditors
The Auditors, M/s._____________, Chartered Accountants, Firm Registration No. _________________, hold office until the conclusion of this Annual General Meeting. The Directors recommended that M/s._____________, Chartered Accountants, Firm Registration No. _________________, 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.
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 with provisions of Section 186 of Companies Act, 2013.
Related Party Transactions
All related party transactions that were entered into during the financial year ended 31st March, 20…………. 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.
Also, 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 to the Balance Sheet as on 31st March, 20…………
In case of existence of related party transactions
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, 20…… is attached in prescribed Form AOC-2 and forms part of this report.
Conservation of Energy and 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.
In case company is into manufacturing
The information pertaining to conservation of energy and technology absorption, 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.
Foreign Exchange Earnings and Outgo
The company had a total foreign exchange earnings and outgo as provided below during the year ended 31st, March 20……….:
| Foreign Exchange Earnings | |
| Foreign Exchange Outgo |
Risk Management Policy
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.
Deposits
The Company has not accepted any deposits during the year under review.
Material Changes and Commitments
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.
Significant and Material Orders Passed by 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.
In case any orders were passes
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.
Corporate Social Responsibility (CSR)
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 spent an amount of Rs.XXXX identified as CSR activities. The Annual Report on CSR activities is enclosed as per prescribed format as Annexure and forms part of this report.
If CSR Provisions are Not Applicable
CSR provisions are not applicable for the Company.
Safe & Conducive Workplace
The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
- The Company has no subsidiary and neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
Directors Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
- In the preparation of the annual accounts for the year ended March 31, 20….., 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.
- 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 31,20…….. and of the profit of the Company for the year ended on that date.
- 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.
- The Directors have prepared the annual accounts on a ‘going concern’ basis.
- 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.
- 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.
Acknowledgement
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the customers, employees, banks, Government authorities, vendors and members during the year under review.
For and on behalf of the Board
Date:
Place:
