Draft Board's Report as per Section 134 of Companies Act, 2013

Draft Board's Report
as per Section 134 of Companies Act, 2013 

BOARD’S REPORT

To,
The Members

Your directors are pleased to present the ….th Annual Report together with the Audited Accounts for the Financial Year ended on 31st March, 2015.

ACTIVITIES & OPERATIONS:
During the year under review, company has ………………………………… …………………………………………..

WORKING RESULTS:
FINANCIAL PERFORMANCE:
The company is having Operational Profit of Rs……... before Depreciation and Tax. After charging depreciation of Rs…….. the company has earned the profit of Rs……./- before Tax in the current year as against profit of  Rs………/- in the previous year. Net profit after tax is of Rs………/- as against the net profit after tax of Rs………../- in the previous year. Deferred Tax Assets during the current year is Rs………../-.

S. No.
Particulars
Year ended
31st March, 2015
Year ended
31st March, 2014
I.
Total Revenue
II.
Total Expenses
III
Profit before exceptional and extraordinary items and tax (I-II)
IV
Exceptional items
V
Profit before extraordinary items and tax (III -IV)
VI
Tax expense:

(1) Current tax

(2) Deferred tax
VII
Profit (Loss) for the period from continuing operations
VIII
Transfer to  Capital Redemption Reserve
IX
Profit (Loss) for the period (VII- VIII)

DIVIDEND:


RESERVRS:
Amount of Rupees ………… has been transferred to Capital Redemption Reserve for the purpose of redemption of Preference Shares.

FIXED DEPOSITS:
The company has not invited/received any deposit during the period under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not given any Loans or Guarantees nor has it made any Investments covered under the provisions of Section 186 of the Companies Act, 2013.

DIRECTORS:

A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the Board has appointed ………..

Further, in terms of section 149 read with section 152 of the Companies Act 2013, Mr. ……….. has been appointed as an independent and as per the provisions of Companies Act, 2013 being an Independent Director he is not liable to retire by rotation.

In compliance of provisions of section 203 of the Companies Act, 2013 following persons have been designated as Key Managerial Personnel (KMP) of the company.

S. No.
Name
Designation
Designated w.e.f.
1

Managing Director

2

Chief Financial Officer

3

Company Secretary


B) DECLARATION BY AN INDEPENDENT DIRECTOR(S) 

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 is enclosed at Annexue -A.

Number of meetings of the Board of Directors :
There are 4 board meetings held During the F.Y. 2014-15 on ………………………………………………

AUDIT COMMITTEE:
As per the provisions of Section 177 of the Companies Act, 2013 Audit Committee has been reconstituted. The members of the Audit Committee are as follows:
1.      …………..…….              Director,
2.      …………………            Independent Director,
3.      ……………….                Independent Director,



NOMINATION AND REMUNERATION COMMITTEE:
As per the provisions of Section 178 of the Companies Act, 2013 Nomination and Remuneration Committee has been constituted. The members of the Nomination and Remuneration Committee are as follows:
1.   .............................           Director,
2.      …………………            Independent Director,
3.      …………………            Independent Director,
  
AUDITORS OF THE COMPANY
The Comptroller & Auditor General of India has appointed M/s. ………….., Chartered Accountants as Statutory Auditors of the company u/s 139(5) of the Companies Act, 2013 for the year ended 31st March, 2015.
  
Internal Control Systems
In the opinion of the Management, the company has adequate systems and procedures to provide assurance of recording transactions in all material respects.
The company has appointed M/s. ………..., Chartered Accountants to conduct an internal audit covering all areas of operations and the reports are placed before the Audit Committee of the Board.

DISCLOSURE AS PER SEXUAL HARRASSMENT 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 thereunder, your Company has constituted Internal Complaints Committees. In line with the said provisions, during the year the Company has not received any complaints with allegations of sexual harassment.
RELATED PARTY TRANSACTIONS
During the year, the Company has not entered into any contract/arrangement with related parties, covered under sub-section (1) of section 188 of the Companies Act, 2013

EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure - B".  

PARTICULARS OF EMPLOYEES:
The Company has no employee covered under the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014



CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

1.         Conservation of Energy and its Impact
The Company is not a manufacturing company hence the provisions are not applicable.
2.         Technology Absorption
The technology being appropriate for current need, no research, development and up gradation is required at this stage.
3.         Foreign Exchange Earning and Outgoing
There was no foreign exchange earnings or outgo during the Financial Year 2014-15.
4.         Electricity and Fuel Consumptions
The company is not a manufacturing company hence the provisions are not applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a)   that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;
(b) that they 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 at the end of the financial year and of the profit of the Company for that period;
(c)  that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d)  that the annual financial statements have been prepared on a going concern basis;
(e)  that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company's operations in future.

ACKNOWLEDGMENTS:
Your Directors express their sincere appreciation for the support and co-operation extended by …………………………..
Your directors also place on record sincere thanks for the continued patronage and  support extended by ……………………..
We wish to place on record our appreciation for the untiring efforts and contributions made by the employees at all levels to ensure that the company continues to grow and excel.                                                   

                                                                   For and on behalf of Board of Directors


Place :                                       
Date  :                                                                   Chairman               Managing Director

   DIN :                            DIN :                
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