FORMAT OF DIRECTORS’ REPORT
SMALL COMPANY
(07th
July 2025)
SHORT
SUMMARY:
This file contains
a comprehensive draft of the Board of Directors' Report specifically tailored
for Small Companies and One Person Companies (OPCs), ensuring compliance with
Rule 8A of the Companies (Accounts) Rules, 2014, titled “Matters to be included
in Board’s Report for One Person Company and Small Company,” along with other
relevant provisions of the Companies Act, 2013.
In view of the
recent requirement to prepare and file the Directors' Report as a linked form
with e-Form AOC-4, the draft also addresses the interplay between the
e-Directors’ Report and the standard Directors’ Report for Small Companies.
Accordingly, the document concludes with two key clarifications:
- Points of the e-Directors’ Report
not applicable to Small Companies; and
- Disclosures required under the
Directors’ Report for Small Companies which are not covered in the
e-Directors’ Report and must be separately reported under point no. 24 of
the linked form.
This format is
intended to ensure seamless compliance and facilitate the accurate preparation
of the Directors’ Report for Small Companies and OPCs, in alignment with the
latest statutory requirements.
FORMAT
START FROM NEXT PAGE
DIRECTORS REPORT SMALL COMPANY
Dear Members,
(Name of Company)
Your directors take pleasure in
presenting the (No. of AGM) Annual
Report together with the Audited Statement of Accounts of your Company for the
financial Year ended March 31, 2025. (DG)
1. FINANCIAL
SUMMARY: Rule 8A(g) of Companies (Account) Rules, 2014
(Point 23(e)(viii) of e-Director’s
report)
The Company’s financial performance,
for the financial year ended March 31, 2025:
(Amount in Thousand)
Particulars
|
Year ended
March 31, 2024
|
Year ended
March 31, 2025
|
Revenue from
Operations
|
|
|
Profit Before Tax
|
|
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Less: Current
Tax
|
|
|
Deferred Tax
|
|
|
Income Tax
earlier years
|
|
|
Profit For the Year
|
|
|
Add: Balance in
Profit and Loss Account
|
|
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Closing Balance
|
|
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2.
STATE OF AFFAIRS / HIGHLIGHTS: Rule 8A(f) of Companies (Account) Rules, 2014
(Point 11 of e-Director’s report)
(Point 23(e)(viii) of e-Director’s
report)
a)
The
Company is engaged in the business of ___________________________.
b)
There has been no change in the business of
the Company during the financial year ended March 31, 2025.
c) If
any other big changes also there then mention that also (Like change in
financial statement, shifting of reg office, funding etc)
3. WEB
LINK OF ANNUAL RETURN, IF ANY:
Rule 8A(a) of Companies (Account) Rules, 2014
(Point 1 of e-Director’s report)
The Company has a website, i.e.,
____________, and the annual return of the company has been published on such a
website as per Section 92(3) of the Companies Act, 2013. The link of the same
is given here: __________
OR
The Company doesn’t have a website.
Therefore, there is no need for publication of the annual return.
4.
MEETINGS OF BOARD OF DIRECTORS:
Rule 8A(b) of Companies (Account) Rules, 2014
(Point 2 of e-Director’s report)
(No.
of Board Meetings) Board
Meetings were held during the Financial Year ended March 31, 2025, i.e., (Dates of Board Meetings) in
compliance with the provisions of Section 173. Details are given as follows:
|
|
Attendance
|
Date
of meeting (DD/MM/YYYY)
|
Total
Number of directors as on the date of meeting
|
Number
of directors attended
|
% of
attendance
|
|
|
|
|
|
|
|
|
|
|
|
|
5. DETAILS
IN RESPECT OF FRAUD: Rule 8A(d) of Companies (Account) Rules, 2014
(Point 4 of e-Director’s report)
During the year under review, the
Statutory Auditor in their report have not reported any instances of frauds
committed in the Company by its Officers or Employees under section 143(12) of
the Companies Act, 2013.
6.
BOARD’S COMMENT ON THE AUDITORS’ REPORT:
Rule 8A(e) of Companies (Account) Rules, 2014
(Point 7 and 8 of e-Director’s
report)
“The Auditors have not made any
qualifications, reservations, adverse remarks, or disclaimers in their report
on the financial statements for the financial year ended 31 March 2025.
Therefore, no further explanation is required in this regard.”
7. MATERIAL
CHANGES AND COMMITMENTS: Rule 8A(h) of Companies
(Account) Rules, 2014
(Point 14 of e-Director’s report)
There have been no
material changes or commitments occurred between the end of the financial year
to which the financial statements relate and the date of this report that
affect the financial position of the company.
OR
If there are
material changes and commitments, but their impact on the financial position is
not determinable, a statement should be disclosed in the report as follows:
The following
material changes and commitments have occurred between the end of the financial
year to which the financial statements relate and the date of this report, and
their impact on the financial position of the company is not determinable.
8.
CHANGE
IN DIRECTORSHIP: Rule 8A(i) of Companies (Account) Rules, 2014
(Point 23(e)(ix) of e-Director’s
report)
There
has been no change in the constitution of the board during the financial year.
The structure of the board remains the same.
OR
If
there is any change, mention that Mr.... has been resigned or appointed w.e.f.
____________ as Director, MD, etc. of the company.
9.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS: Rule 8A(j) of Companies (Account) Rules, 2014
(Point 23(g) of e-Director’s
report)
No significant and
material order has been passed by the regulators, courts, or tribunals
impacting the going concern status or the company's operations in the future.
OR
The details of a
significant material order passed by the Hon’ble High Court that may impact the
going concern status of the company and its future operations have been annexed
as ‘Annexure __’ to the Directors’ Report.
10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
As per section 188
All
related party transactions that were entered into during the financial year
ended March 31, 2025, 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.
However,
there are no materially significant related party transactions during the
financial year made by the Company, thus, disclosure in Form AOC-2 is not
required.
However,
the disclosure of transactions with related parties for the financial year is
given in Note no ___ to the Balance Sheet i.e. as per Accounting Standard -18.
11. COMPLIANCE
WITH SECRETARIAL STANDARD: As per SS 1
The Company has
Complied with the applicable Secretarial Standards (as amended from time to
time) on meetings of the Board of Directors and Meeting of Shareholders
(EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of
India and approved by Central Government under section 118(10) of the Companies
Act, 2013.
12.
PARTICULARS OF LOANS AND INVESTMENT: As
per Section 186
(Point 9 & 10 of e-Director’s
report)
The Company
has not made any investments, given guarantees, and provided securities during
the financial year under review. Therefore, there is no need to do any
compliance under Section 186 of the Companies Act, 2013.
OR
The Company
has not made any investments, given guarantees, or provided securities during
the financial year under review. However, the company has given loan during the
financial year. Therefore, company has complied with the provisions of Section
186 of the Companies Act, 2013 and details of the same has given in the notes_____ to the
Financial Statements.
13. AUDITOR: As
per Section 139
Statutory Auditors (Existing
Auditor)
As per the provisions of Sections
139 and 141 of the Companies Act, 2013 and rules made thereunder (hereinafter
referred to as "The Act"), the Company at its ___ Annual General
Meeting (AGM) held on (Date of AGM) (S. No. of AGM) approved the appointment of
M/s. (Auditor/Auditor Firm Name along with FRN) as Statutory Auditor for a
period of 5 years commencing from the conclusion of (S. No. of AGM) till the
conclusion of the (S. No. of AGM) to be held in the year.
Statutory Auditors (Appointment)
Auditors of the Company M/s
(Auditor/Auditor Firm Name along with FRN) hold office until the conclusion of
the ensuing Annual General Meeting and, being eligible, offer themselves for
re-appointment until the conclusion of the (S. No. of AGM) Annual General
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 a certificate to the effect that their re-appointment, if
made, would be in accordance with the new Act and the Rules framed thereunder
and that they satisfy the criteria provided in Section 141 of the Companies
Act, 2013.
14.
DIRECTOR’S RESPONSIBILITY STATEMENT:
Rule 8A(c) of Companies (Account) Rules, 2014
(Point 3 of e-Director’s report)
The
Directors would like to inform the Members that the Audited Accounts for the
financial year ended March 31, 2025, are in full conformity with the
requirements of the Companies Act, 2013. The Financial Accounts are audited by
the Statutory Auditors, (Auditor/Auditor Firm Name along with FRN). The
Directors further confirm that:
a) In the preparation of the annual
accounts for the financial year ended March 31, 2025, the applicable accounting
standards, read with the requirements set out under Schedule III to the Act,
have been followed, and there are no material departures from the same.
b) The Directors have selected such
accounting policies, applied them consistently, and made judgements and
estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company for the financial year ended March 31, 2025.
c) 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 preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual
accounts 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 down
internal financial controls, is not applicable to the Company.
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.
15.
DEPOSITS: As per provisions of Section 73
(Point 23(f) of e-Director’s
report)
The
Company has not accepted any deposits under Section 73 of the Companies Act,
2013 during the financial year.
Or
The
company has not accepted any deposits under Section 73 of the Companies Act,
2013 during the financial year under review. However, the company has accepted
loans from directors/ relatives of directors during the financial year, as
mentioned below:
(Amount
in INR)
Name of Director
|
Loan taken during the year
|
Loan remaining at the end of the year
|
Ms.
(Name of Director)
|
|
|
Ms.
(Name of Director)
|
|
|
16. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE [“POSH”]: As
per provisions of POSH Act.
(Point 23(i) of e-Director’s
report)
The
Company has adopted a policy for prevention of sexual harassment at the
workplace, in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). An
Internal Complaints Committee (“ICC”) has been duly constituted as per the
provisions of the POSH Act to redress complaints regarding sexual harassment at
the workplace.
During
the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. No complaints were
received and/or pending as at the end of the financial year.
The
Company is committed to providing a safe and conducive work environment for all
its employees.
ACKNOWLEDGMENT
Your
directors place on records their appreciation of the contributions made by
employees and consultants at all levels, who, with their competence, diligence,
solidarity, co-operation, and support, have enabled the company to achieve the
desired results.
The
board of directors gratefully acknowledges the assistance and cooperation
received from the central and state government 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:
_______________________________
|
Collums of e-Directors
Report required to be mentioned as Not Applicable by Small Company and One
Person Company?
§
Clause 5: Disclosure of statement on declaration
given by Independent Directors under section 149(6) (DG)
§
Clause 6: Disclosure for Companies covered
under section 178(1) on Directors appointment and remuneration including other
matters provided under section 178(3) (DG)
§
Clause
12:
Disclosure relating to amounts if any which is proposed to carry to any
reserves (DG)
§
Clause
13:
Disclosures relating to amount recommended to be paid as dividend (DG)
§
Clause
15:
Disclosure of statement on development and implementation of risk management
policy (DG)
§
Clause
16 to 22: CSR
(DG)
§ Clause 23 (a to d) and (e i to vi) and
(h and j) (DG)
Matters required to be
mentioned by small/ OPC in collumn no 24 of e-directors report as per above
format:
§ Clause 10: Contracts and Arrangements
with Related Parties (DG)
§ Clause 11: Compliance with Secretarial
Standard (DG)
§ Clause 13: Point Related to Statutory
Auditor Appointment (DG)
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