Specimen of
Directors’ Report
To,
The Members,
Your
Directors have pleasure in presenting their ………….Annual Report on the
business and operations of the Company and the accounts for the
financial year ended March 31st, 2015.
1. Financial
summary or highlights/Performance of the Company (Standalone)
The Board’s Report shall be prepared based on the stand alone
financial statements of the
company.
The Financial data for the current year and previous year
(in case of existing company) are to be stated in a summarised form
with the details of the appropriation of the credit balance
(including the balance brought forward from the previous year). It should also
contain tax provisions, provision for proposed dividend and dividend tax and
balance (credit/debit) to be carried to balance sheet.
2. Dividend
A statement of recommended dividend specifying rate of dividend on
different classes of shares and shares allotted during the year is to be given.
If no dividend is recommended, a statement of reasons is to be given.
3. Reserves
The amounts, if any, which the Board proposes to carry to any
reserves is to be given.
4. 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. Besides, working details of current years and future
prospects of the company’s working have also to be given. A statement
justifying the reasons for improvement/depressed results in comparison of the
previous year is also required to be given.
5. Change
in the nature of business, if any
No Change in the nature of the business of the Company done during the
year.
6. 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.
7. 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
8. Details in respect of adequacy of
internal financial controls with reference to the Financial Statements. (Applicable to Listed Company)
9.
Details of Subsidiary/Joint Ventures/Associate Companies
A statement about subsidiary company(ies) is to be given.
The names of companies which have become or ceased to be its
Subsidiaries, joint ventures or associate companies during the year.
10. Performance and financial position of each of the
subsidiaries, associates and joint venture companies included in
the consolidated financial statement.
The Board’s report shall contain a separate section wherein a
report on the performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated financial
statement is presented.
11. Deposits
The details relating to deposits, covered under Chapter V of the
Act,-
(a) accepted during the year;
(b) remained unpaid or unclaimed as at the end of the year;
(c) whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such cases and
the total amount involved-
(i) at the beginning of the year;
(ii) maximum during the year;
(iii) at the end of the year;
The details of deposits which are not in compliance with the
requirements of Chapter V of the Act;
12. Statutory
Auditors
Details about the statutory auditors of the company, any change
made during the year, whether existing auditor(s) is/are eligible for
reappointment etc.
13. Auditors’
Report
The explanations or comments by the Board on every qualification,
reservation or adverse remark or disclaimer made by the auditor in his report
shall be given.
14. Share Capital
A) Issue of equity shares with differential rights
The Board of Directors shall, inter alia, disclose
in the Board’s Report for the financial year in which the issue of equity
shares with differential rights was completed, the details as provided in rule
4 (4) of Companies (Share Capital and Debentures) Rules, 2014.
B) Issue of sweat equity shares
The Board of Directors shall, inter alia, disclose
in the Directors’ Report for the year in which such shares are issued, the
details as provided in rule 8 (13) of Companies (Share Capital and Debentures)
Rules, 2014.
C) Issue of employee stock options
The Board of directors, shall, inter alia, disclose in the
Directors’ Report for the year, the details as provided in rule 12 (9) of
Companies (Share Capital and Debentures) Rules, 2014.
D) Provision
of money by company for purchase of its own shares by employees or by trustees
for the benefit of employees
Where the voting rights are not exercised directly by the
employees in respect of shares to which the scheme relates, the Board of
Directors shall, inter alia, disclose in the Board’s report for the
relevant financial year the details as provided in rule 16 (4) of Companies
(Share Capital and Debentures) Rules, 2014
15. Extract
of the annual return
The extract
of the annual return in Form No. MGT – 9 shall form part of the Board’s report
The details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows:
A) Conservation
of energy:
(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate
sources of energy;
(iii) the capital investment on energy conservation equipments;
(B) Technology
absorption:
(i) the efforts made towards technology absorption;
(ii) 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)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken
place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
(C) Foreign
exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the
year and the Foreign Exchange outgo during the year in terms of actual
outflows.
17. Corporate Social Responsibility (CSR)
(applicable to every company having net worth of rupees
five hundred crore or more, or turnover of rupees one thousand crore or more or
a net profit of rupees five crore or more during any financial year)
The disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 shall be made. (Format enclosed)
18. Directors:
A) 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.
B) 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 sub-section (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.
C) Formal Annual Evaluation
(applicable to listed company and every other public company
having a paid up share capital of twenty five crore rupees or more calculated
at the end of the preceding financial year)
The Board shall include a statement indicating the manner in which
formal annual evaluation has been made by the Board of its own performance and
that of its committees and individual directors.
19. Number
of meetings of the Board of Directors
20. Audit
Committee
(Applicable to every listed company and such other class or
classes of companies, as may be prescribed)
The composition of an Audit Committee to be disclosed and where
the Board had not accepted any recommendation of the Audit Committee, the same
shall be disclosed along with the reasons therefor.
21. Details
of establishment of vigil mechanism for directors and employees
(Applicable to every listed company or such class or classes
of companies, as may be prescribed)
The details of establishment of vigil mechanism for directors and
employees to report genuine concerns to be disclosed.
22. Nomination
and Remuneration Committee
(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.
23. Particulars
of loans, guarantees or investments under section 186
24. Particulars
of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by
the Company with related parties referred to in sub-section (1) of section 188
of the Companies Act, 2013 including certain arms length transactions under
third proviso thereto shall be disclosed in Form No. AOC -2. (Format enclosed)
25. Managerial
Remuneration:
A) Details of the ratio of the remuneration of each director to
the median employee’s remuneration and other details as required pursuant to
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. (Applicable to listed Company)
B) Details of the every employee of the Company as required
pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
C) Any director who is in receipt of any commission from the
company and who is a Managing Director or Whole-time Director of the Company
shall receive any remuneration or commission from any Holding Company or
Subsidiary Company of such Company subject to its disclosure by the Company in
the Board’s Report.
D) The following disclosures shall be mentioned in the Board of
Director’s report under the heading “Corporate Governance”, if any,
attached to the financial statement:—
(i) all elements of remuneration package such as salary,
benefits, bonuses, stock options, pension, etc., of all the directors;
(ii) details of fixed component and performance linked
incentives along with the performance criteria;
(iii) service contracts, notice period, severance fees;
(iv) stock option details, if any, and whether the same has
been issued at a discount as well as the period over which accrued and over
which exercisable.
26. Secretarial Audit Report
(Applicable
to Listed Company and every public company having a paid-up share capital of fifty crore rupees or more or every public company having a
turnover of two hundred fifty crore rupees or more)
A Secretarial Audit Report given by __________________________, a
company secretary in practice shall be annexed with the report.
The Board of Directors shall provide explanations or comments on
every qualification, reservation or adverse remark or disclaimer made by the
company secretary in practice in the secretarial audit report.
27. Corporate
Governance Certificate
(Applicable
to Listed Companies)
The Compliance certificate from the auditors or practicing company
secretaries regarding compliance of conditions of corporate governance as
stipulated in Clause 49 of the Listing agreement shall be annexed with the
report.
28. 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.
29. Directors’
Responsibility Statement
The Directors’ Responsibility Statement referred to in clause (c)
of sub-section (3) of Section 134 of the Companies Act, 2013, shall
state 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 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 this Act for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a
going concern basis; and
(e) the directors, in the case of a listed company,
had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.
(f) 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.
30. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard
work the Company is able to achieve the results.
For and on behalf of the Board of Directors
Place:
Date:
Signing
as per Board resolution passed
Corporate
Social Responsibility (CSR)
[Pursuant
to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the
Companies (Corporate Social Responsibility) Rules, 2014]
- A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.
- The Composition of the CSR Committee.
- Average net profit of the company for last three financial years
- Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)
- Details of CSR spent during the financial year.
(a) Total amount to be spent for the financial year;
(b) Amount unspent, if any;
(c) Manner in which the amount spent during the financial year is
detailed below.
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
(6)
|
(7)
|
(8)
|
|
S.
No
|
CSR
project or activity identified
|
Sector
in
which
the
Project
is
covered
|
Projects
or programs
(1)
Local area or other
(2)
Specify the State and district where projects or programs was undertaken
|
Amount
outlay (budget) project or programs wise
|
Amount
spent on the projects or programs
Sub
– heads:
(1)
Direct expenditure on projects or programs
(2)
Overheads
|
Cumulative
expenditure upto to the reporting period
|
Amount
spent : Direct or through
implementing
agency*
|
|
1
|
|||||||
|
2
|
|||||||
|
3
|
|||||||
|
TOTAL
|
*Give
details of implementing agency.
6. In case the Company has failed to spend the two per cent of the
average net profit of the last three financial years or any part thereof, the
company shall provide the reasons for not spending the amount in its Board
report.
7. A responsibility statement of the CSR Committee that the
implementation and monitoring of CSR Policy, is in compliance with CSR
objectives and Policy of the Company
|
Sd/-
(Chief Executive
Officer or Managing Director or Director)
|
Sd/-
(Chairman
CSR Committee)
|
Sd/-
[Person
specified under clause (d) of sub-section (1) of section 380 of the Act]
(wherever
applicable)
|
———————————
Form No.
AOC-2
(Pursuant
to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements
entered into by the company with related parties referred to in sub-section (1)
of section 188 of the Companies Act, 2013 including certain arm’s length
transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not
at arm’s length basis
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any
(e) Justification for entering into such contracts or arrangements
or transactions
(f) date(s) of approval by the Board
(g) Amount paid as advances, if any:
(h) Date on which the special resolution was passed in general
meeting as required under first proviso to section 188
2. Details of material contracts or arrangement or transactions at
arm’s length basis
(a) Name(s) of the related party and nature of relationship
(b) Nature of contracts/arrangements/transactions
(c) Duration of the contracts / arrangements/transactions
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any:
(e) Date(s) of approval by the Board, if any:
(f) Amount paid as advances, if any:
Note: Form shall be signed by the persons who have
signed the Board’s report.
Thanks &
Regards
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