DRAFT DIRECTORS REPORT LIMITED COMPANY (2025)

DIRECTORSREPORT LIMITED COMPANY

DearMembers,

(Name of Company)

Your directors have pleasure in presenting the (No. of AGM) Annual Report togetherwith the Audited Statement of Accounts of your Company for the financial Yearended March 31, 2023.

1.FINANCIAL SUMMARY:

The Company’s financial performance for the financial yearended March 31, 2023:

(Amount in INR)

Particulars

Year ended

March 31, 2022

Year ended

March 31, 2023

Revenue from Operations

Profit Before Tax

Less: Current Tax

Deferred Tax

Income Tax earlier years

Profit For The Year

Add: Balance in Profit and Loss Account

Closing Balance

2.STATE OF AFFAIRS / HIGHLIGHTS:

1. The Company is engaged in the businessof ___________________________.

2. There has been no change in the business of the Company during the financialyear ended March 31, 2023.

3.WEB LINK OF ANNUAL RETURN, IF ANY:

The Company is having websitei.e.___________________________ and annual return of Company has been publishedon such website. Link of the same is given below:

OR

The Company doesn’t having anywebsite. Therefore, no need to ofpublication of Annual Return.

4.MEETINGS OF BOARD OF DIRECTORS:

(No.of Board Meeting)Board Meetings were held during the Financial Year ended March 31, 2023 i.e. (Dates of Board Meetings).The maximum gap between any two Board Meetings was less than one Hundred andTwenty days.

The names of members of the Board, their attendance at theBoard Meetings are as under:

Name of Directors

Number of Meetings attended/ Total Meetings held during the F.Y. 2022-23

Ms. (Name of Director)

Ms. (Name of Director)

Ms. (Name of Director)

5.DETAILS IN RESPECT OF FRAUD:

The Auditor’s Report doesn’t contain any information inrelation to fraud.

6.BOARD’S COMMENT ON THE AUDITORS’REPORT:

The observations of the StatutoryAuditors, when read together with the relevant notes to the accounts andaccounting policies are self-explanatory and do not call for any furthercomment.

OR

(Explanation or comment by the Board on every qualification,reservation, adverse remark or disclaimer made by the statutory auditor in hisreport and/or by the secretarial auditor in the secretarial Audit Report)

7.MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, whichaffect the financial position of the company which have occurred between theend of the financial year to which the financial statements relate and the dateof this Report.

OR

If there are material changes and commitments but theirimpact on the financial position is not determinable, a statement should bedisclosed in the Report as under:

The following material changes and commitments have occurredbetween the end of the financial year to which the financial statements relateand the date of this Report and their impact on financial position of thecompany is not determinable.

8.CHANGE IN DIRECTORSHIP:

There has been no change in theconstitution of the Board during the financial year under review i.e. thestructure of the Board remains the same.

OR

If there is any change, mentioned thatMr. …… has been resigned/ appointed w.e.f. ____________ as Director / MD/ etc.of Company.

9.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS ANDTRIBUNALS:

No significant and material order has beenpassed by the regulators, courts, tribunals impacting the going concern statusand Company’s operations in future.

OR

The details of a significant material orderpassed by the Hon’ble High Court which may impact the going concern status ofthe Company and its future operations is provided in has been annexed as ‘Annexure – __’ tothe Directors’ Report.

10. CONTRACTS ANDARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into duringthe financial year ended March 31, 2023, were on an arm’s length basis and werein the ordinary course of business. Therefore, the provisions of Section 188 ofthe Companies Act, 2013 were not attracted.

There are no materially significant related partytransactions during the financial year under review made by the Company withPromoters, Directors, or other designated persons which may have a potentialconflict with the interest of the Company at large. Thus, disclosure in FormAOC-2 is not required.

However, the disclosure of transactions with related partiesfor the financial year, as per Accounting Standard -18 Related PartyDisclosures is given in Note no ___ to the Balance Sheet as on March 31, 2023.

11. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with theapplicable Secretarial Standards (as amended from time to time) on meetings ofthe Board of Directors issued by The Institute of Company Secretaries of Indiaand approved by Central Government under section 118(10) of the Companies Act,2013.

12. PARTICULARS OF LOANS AND INVESTMENT:

The Company has not made any Investment, given guarantee andsecurities during the financial year under review. There for no need to complyprovisions of section 186 of Companies Act, 2013.

OR

The Company has not made any investments, given guarantees,or provided securities during the financial year under review. However, thecompany has given loan during the financial year. Therefore, company hascomplied with the provisions of Section 186 of the Companies Act, 2013 anddetails of the same has given in the notes_____ to the Financial Statements.

13. TRANSFER TO RESERVE:

The Board of Directors of your companyhas decided not to transfer any amount to the Reserves for the financial yearunder review.

14. DIVIDEND:

Profit and declared: The Board of Directors of your company is pleased torecommend a dividend of INR. ______ per equity share of the face value of INR.______ each (@____%), payable to those Shareholders whose names appear in theRegister of Members as on the Book Closure / Record Date. An amount of INR……would be paid as dividend distribution tax on the dividend. The dividendpay-out is in accordance with the company’s dividend distribution policy.

OR

Profit but not declared: The Board of Directors of your company, after consideringholistically the relevant circumstances, has decided that it would be prudent,not to recommend any Dividend for the financial year under review.

OR

No Profit: The Board of Directors of your company, Not declared anyDividend for the current financial year due to conservation of Profits/due toloss incurred by the Company /due to insufficient profit.

15. CONSERVATION OFENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. Conservation ofEnergy, Technology Absorption

Conservation of energy is of utmost significance to theCompany. Operations of the Company are not energy intensive. However, every effort is made to ensureoptimum use of energy by using energy- efficient computers, processes and otheroffice equipment. Constant efforts are made through regular/ preventivemaintenance and upkeep of existing electrical equipment to minimize breakdownsand loss of energy.

The Company is continuously making efforts for induction ofinnovative technologies and techniques required for the business activities.

•Steps taken by company for utilizing alternate sources ofenergy: NIL

•Capital investment on energy conservation equipment’s: NIL

B. Foreign Exchange earnings and Outgo

Earnings

NIL

Outgo

NIL

16. RISK MANAGEMENTPOLICY

Risk Management is the process of identification, assessmentand prioritization of risks followed by coordinated efforts to minimize,monitor and mitigate/control the probability and/or impact of unfortunateevents or to maximize the realization of opportunities. The Company has laiddown a comprehensive Risk Assessment and Minimization Procedure which isreviewed by the Board from time to time. These procedures are reviewed toensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and itsmitigation process/measures have been formulated in the areas such as business,project execution, dg event, financial, human, environment and statutorycompliance.

17. PREVENTION OF SEXUALHARASSMENT OF WOMEN AT WORKPLACE [“POSH”]:

Our Companyhas always believed in providing a safe and harassment free workplace for everyindividual working in the Company premises. Company always endeavors to createand provide an environment that is free from any discrimination and harassment.

The policy onprevention of sexual harassment at workplace aims at prevention of harassmentof employees {whether permanent, temporary, ad-hoc, consultants, interns orcontract workers irrespective of gender} and lays down the guidelines foridentification, reporting and prevention of undesired behaviour. The Companyhas duly constituted internal complaints committee as per the said Act.

During the financial year ended March31, 2023, there will nil complaints recorded pertaining to sexual harassment.

18. DETAILS OF SUBSIDIARY, JOINT VENTUREOR ASSOCIATE COMPANIES:

As on March 31, 2023, Company doesn’thave any Subsidiary & Joint Venture and Associate Companies at the end ofthe year.

Or

Company is having Subsidiary, Joint Venture and AssociateCompanies undertakes the activity of _________. The Company has (Number)associate Companies therefore Company has prepared consolidated financialstatement for the financial year ended 2022-23. The Salient features of thefinancial statement of the Subsidiary & Joint Venture and AssociateCompanies in Form AOC-1 has been annexed as ‘Annexure – __’ to the Directors’Report.

19. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financialcontrols with reference to financial statements. During the financial year,such controls were tested and no reportable material weakness in the design or operation was observed.

20. AUDITOR:

Statutory Auditors (Existing Auditor)

As per the provisions of Section 139, 141 of theCompanies Act, 2013 and rules made thereunder (hereinafter referred to as “TheAct”), the Company at its ___ Annual General Meeting(‘AGM”) held on (Date ofAGM) (S. No. of AGM) approved the appointment of M/s. (Auditor/Auditor FirmName along with FRN) as Statutory Auditor for a period of 5 years commencingfrom the conclusion of (S. No. of AGM) till the conclusion of the (S. No. ofAGM) to be held in the year.

Statutory Auditors (Appointment)

Auditors of the Company M/s (Auditor/Auditor FirmName along with FRN) hold office until the conclusion of the ensuing AnnualGeneral Meeting and being eligible offer themselves for re-appointment untilthe conclusion of (S. No. of AGM) AnnualGeneral Meeting of the company to be held in the Year __________.

As required under the provisions of section 139(1)of the Companies Act, 2013, the company has received a written consent from M/s(Auditor/Auditor Firm Name along with FRN) to their re-appointment and acertificate, to the effect that their re-appointment, if made, would be inaccordance with the new Act and the Rules framed there under and that theysatisfy the criteria provided in Section 141 of the Companies Act, 2013.

SecretarialAuditors

Pursuant to the provisions of Section 204 of the CompaniesAct 2013 and rules made thereunder; the company had appointed (Name of Firm)Company Secretaries to undertake the Secretarial Audit of the Company for thefinancial Year ended March 31, 2023. The secretarial Report has been annexed as‘Annexure – __’ to the Directors’ Report.

CostAuditors

The Board of Directors has approved theappointment of M/s _____ (FRN: _____) Cost Accountants, as Cost Auditors forthe financial year ending March 31, 2024.

In accordance with the provisions ofSection 148 of the Act read with Companies (Audit & Auditors) Rules, 2014,Company is required to maintain cost records and accordingly, such accounts andrecords are maintained by the Company. Further, since the remuneration payableto the Cost Auditors is required to be ratified by the shareholders, the Boardrecommends the same for approval by members at the ensuing annual generalmeeting.

21. DIRECTOR’S RESPONSIBILITY STATEMENT:

The Directors would like to inform theMembers that the Audited Accounts for the financial year ended March 31, 2023,are in full conformity with the requirement of the Companies Act, 2013. TheFinancial Accounts are audited by the Statutory Auditors, (Auditor/Auditor FirmName along with FRN). The Directors further confirm that: -

a) In the preparation of the annualaccounts for the year ended March 31, 2023 the applicable accounting standardsread with requirements set out under Schedule III to the Act, have beenfollowed and there are no material departures from the same.

b) The Directors have selected suchaccounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at March 31, 2023 and of the profit ofthe Company for the year ended on that date.

c) The Directors have taken proper andsufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annualaccounts on a 'going concern' basis.

e) The Company being unlisted, sub clause(e) of section 134(3) of the Companies Act, 2013 pertaining to laying downinternal financial controls is not applicable to the Company.

f) The Directors had devised propersystems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

22. DEPOSITS:

The company has not accepted any deposits during thefinancial year under review. However, loan from directors/ Relative ofDirectors taken during the year are as follows:

Name of Director

Loan taken during the year

Loan remaining at the end of the year

Ms. (Name of Director)

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company had constituted a CSRCommittee to decide upon and implement the CSR Policy of the Company.

As per the provision of Section 135 theCompany was required to spend INR. _____/- (INR_________Only) during the F.Y.2022-23 and the same has spent on the areas mentioned under Schedule VII ofCompanies Act 2013.

The Brief Outline of CSR Policy andinitiatives undertaken during the year has been annexed as ‘Annexure – II’ tothe Directors’ Report

24. COST RECORD:

The provision of Cost audit as persection 148 doesn’t applicable on the Company.

25. STATEMENT ONDECLARATION FROM INDEPENDENT DIRECTORS:

The Companyhas received necessary declarations from all Independent Directors of the Companyin accordance with the provisions of Section 149(7) of the Companies Act, 2013confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act, 2013.

26. ESTABLISHMENT OFVIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant tothe provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 ofthe Companies (Meeting of Board and it powers) Rules, 2014, the Company hasadopted Whistle Blower Policy/Vigil Mechanism for directors and employees toreport concerns about unethical behavior, actual or suspected fraud orviolation of the Code of Conduct. Italso provides for adequate safeguards against victimization of directors/employees who avail of the Mechanism.

The Companyaffirms denied access to the Audit Committee. To ensure proper functioning ofvigil mechanism the Audit Committee of the Company on quarterly basis take noteof the same.

27. PARTICULARS OFEMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSON:

In terms ofSection 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, thenecessary disclosures have been annexed as ‘Annexure - __’ to the Directors’Report.

28. MANAGEMENTDISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the yearunder review has been annexed as ‘Annexure – __’ to the Directors’ Report.

29. CORPORATEGOVERNANCE:

TheCompany has adopted best corporate practices and is committed to conducting itsbusiness in accordance with the applicable laws, rules and regulations. TheCompany’s Corporate Governance practices are driven by effective and strongBoard oversight, timely disclosures, transparent accounting policies and highlevel of Integrity in decision making. A report on corporate governance hasbeen annexed as ‘Annexure – __’ to the Directors’ Report.

30. FORMAL ANNUALEVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & OF INDIVIDUALDIRECTORS:

The Board ofDirectors have evaluated the performance of all Independent Directors,Non-Independent Directors and its Committees. The Board deliberated on variousevaluation attributes for all directors and after due deliberations made anobjective assessment and evaluated that all the directors in the Board haveadequate expertise drawn from diverse industries and business and bringspecific competencies relevant to the Company’s business and operations. TheBoard found that the performance of all the Directors was quite satisfactory.

The Boardalso noted that the term of reference and composition of the Committees wasclearly defined. The Committee performed their duties diligently andcontributed effectively to the decisions of the Board.

Thefunctioning of the Board and its committees were quite effective. The Boardevaluated its performance as a whole and was satisfied with its performance andcomposition of Independent and Non-Independent Directors.

31. PROCEEDINGS PENDINGUNDER THE INSOLVENCY AND BANKCRUPTCY CODE,2016:

No application has been made or anyproceeding is pending under the IBC, 2016.

32. DIFFERENCE INVALUATION:

The company has never made any one-timesettlement against the loans obtained from Banks and Financial Institution andhence this clause is not applicable.

ACKNOWLEDGMENT

Your directors place on the recordtheir appreciation of the Contribution made by employees, consultants at alllevels, who with their competence, diligence, solidarity, co-operation andsupport have enabled the Company to achieve the desired results.

The board of Directors gratefullyacknowledge the assistance and co-operation received from the Central and StateGovernments Departments, Shareholders and Stakeholders.

Dated:

For and on behalf of the Board of Directors

Place:

(Name of the Company)

Name of the Director

Name of the Director

(Designation)

(Designation)

DIN:_________________

DIN: __________________

Add: _______________________________

Add: _______________________________


DRAFT DIRECTORS REPORT LIMITED COMPANY (2025)

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