DRAFT DIRECTOR REPORT FOR PRIVATE LIMITED COMPANY

DIRECTOR'S REPORT

 

DEAR MEMBERS


(Name of Company)

Your directors are pleased to present the (No. of AGM) Annual Report of your Company together with the financial statement of accounts for the year ended 31st March 2023.

 FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY 

 Financial Performance of the company for the year ended on 31st March, 2023 is summarized below:

(Amount in Rs.)

Particulars

Financial Year ended

31st March, 2023

31st March, 2022

Total Income

 

 

Total Expenditure

 

 

Profit before tax

 

 

Provision for Taxation

 

 

Prior Period Adjustments

 

 

Deferred Tax

 

 

Profit after Tax

 

 

Reserve & Surplus

 

 

Paid-up Share Capital

 

 

 STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK

During the year under review total income of the Company was Rs. /- as against Rs/- in the previous year. The Company has incurred Profit/Loss of Rs. /- for the year as against Loss of Rs. /- in the previous year. Your directors are putting in their best efforts to improve the performance of the Company.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year ended on March 31, 2023 of the Company and as on the date of this Report.

CHANGES IN CAPITAL STRUCTURE OF THE COMPANY 

There is no change in the capital structure of the company.

DIVIDEND

In the view of insufficient profit earned by the Company during the financial year 2022-23, your directors regret their inability to recommend any dividend.

PUBLIC DEPOSITS

During the financial year 2022-23, the Company has not accepted any deposits within the meaning of provision of Chapter V- Acceptance of Deposits by Company of the Companies Act, 2013 read with rules there under.

TRANSFER TO GENERAL RESERVES

The Board of Directors has not proposed to Transfer any amount to any reserves for the year ended 31st March, 2023.

PARTICULARS OF EMPLOYEES

The Company has no employee in respect of whom the information required under section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is required to be given as the Company is not a Listed Company.

AUDITORS

In terms of the provisions of Section 139 of the Act read with provisions of the Companies (Audit and Auditors) Rules, 2014, M/s. Name of Auditor (ICAI Firm Registration No. _____), appointed for a period of Five years to hold office from the conclusion of (S. No. of AGM) Annual General Meeting till the conclusion of (S. No. of AGM) consecutive Annual General Meeting starting from financial year 20XX-20XX to 20XX-XX and fix their remuneration.

AUDITORS’ REPORT 

The Board has duly examined the Statutory Auditors’ Report along with the Financial Statements of the Company and There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report for the period under review. The Auditor’s Report and notes given therein by the auditors have been explained in the relevant notes to the financial statements for the Period ended on 31st March, 2023 which are self-explanatory and need not require any further comments by the Board.

BOARD OF DIRECTORS

As at 31st March, 2023, the Board consisted following 2 (Two) Directors: Mention the Name of Director

 MEETINGS OF THE BOARD

The Boards of Directors duly met Mentioned the Number of Board Meetings (____) times during the Financial Year 2022-2023, in respect of which notices were given and the proceedings were recorded and signed in the Minutes Books maintained for the purpose. The dates of the board meetings were held are as follows:

__Mentioned the Date of Board Meetings_________________________________________

The Composition of the Board, number of meetings held, attendance of the Directors at the Board Meeting in respect of each director given herein below:

 

S. No.

Name of Director

Attendance Particulars

No. of Meetings during 2022-23

Held

Attended

 

 

 

 

 

 

 

 

EXTRA ORDINARY GENERAL MEETING

During the Financial Year 2022-23, no Extra Ordinary General Meeting was held.

INDEPENDENT DIRECTOR

Since the Company does not fall under the prescribed limits as specified under section 149(4) of Companies Act, 2013 thus it is not required to appoint any Independent director and therefore any declaration in this regard is also not required to be made.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the provisions of Section 135 of the Companies Act, 2013 and the rules there under, are not applicable on the Company, therefore, the Company is not required to comply with the section.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The Company was not required to constitute a Nomination and Remuneration Committee under section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under section 178(5) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, Guarantees or Investments under section 186 of the Companies Act, 2013 form part of the notes to the financial statement.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

All transactions entered by the Company with related parties were in the ordinary course of business and at arm’s length basis. There are no materially significant transactions with related parties during the financial year 2022-23 which were in conflict with the interest of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

 b. Export Activities:  There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

 c.                     Foreign Exchange Earnings and Outgo:

Foreign Inflow

NIL

Foreign Outflow

NIL


SECRETARIAL AUDIT REPORT:

As per section 204 of the Companies Act, 2013 and the rules there under, Secretarial Audit is not applicable on the Company.

RISK MANAGEMENT POLICY:

There is no element of risk involved which in the opinion of the Board that may threaten the existence of the Company and requires the implementation of a risk management policy.         

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Provisions of Vigil Mechanism/whistle Blower Policy for reporting the instances of fraud and mismanagement is Not applicable to the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

There is no fraud in the Company during the F.Y. ended 31st March, 2023. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31st March, 2023.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal controls with reference to financial statements. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. Company ensures proper and adequate systems and procedures commensurate with its size and nature of its business.

DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company during the Financial Year 2022-23.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE

During the Financial Year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

The company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

 COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI”), i.e. Secretarial Standard-1 (“SS-1”) and Secretarial Standard-2 (“SS-2”), relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly complied by the Company. 

SUSTAINABILITY INITIATIVE 

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE, 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial or operational creditor or by the company itself under the IBC before the NCLT.

DIRECTORS’ RESPONSIBILITY STATEMENT

 In terms of the provisions of section 134 of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors’ Report thereon, your Directors confirm that:

a.      in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b.      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 as at the end of the financial year and of the profit and loss of the Company for that period;

c.       the directors had 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; and

d.      the directors had prepared the Annual Accounts on a going concern basis.

e.      the directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such system was adequate and operating effectively.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance, the Company has received from Banks and various Government Departments.  The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

FOR & ON BEHALF OF COMPANY NAME




NAME OF DIRECTOR:

DESIGNATION:

DIN:

 

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