DIRECTORS REPORT
NON-SMALL PRIVATE COMPANY
(09th July 2025)
SHORT SUMMARY:
This file contains a comprehensive
draft of the Board of Directors' Report specifically tailored for Non-Small
Private Limited Companies, ensuring compliance with Section 134(3) read with
Rule 8 of the Companies (Accounts) Rules, 2014, titled “Matters to be included
in Board’s Report for Non-Small Private Limited 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 Non-Small Private Limited Company. Accordingly,
the document concludes with two key clarifications:
- Comparison of Point of Standard Directors Report and
E-Directors’ Report
- Disclosures required under the Directors’ Report for Non-Small
Private Limited Company 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 Non-Small Private Limited Company in alignment with the latest
statutory requirements.
FORMAT START FROM NEXT PAGE
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.
1.
FINANCIAL SUMMARY: Rule 8(5)(i) 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
|
|
|
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: Section 134(3)(i) of Companies Act, 2013 read with Rule
8(5)(ii) of Companies (Account) Rules, 2014
(Point 11 of e-Director’s report)
(Point 23(e)(viii) of e-Director’s report)
1.
The
Company is engaged in the business of ___________________________.
2.
There
has been no change in the business of the Company during the financial year
ended March 31, 2025.
3.
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: Section 134(3)(a) of Companies Act, 2013
(Point 1 of e-Director’s report)
The
Company is having website i.e.___________________________ and annual return of
Company has been published on such website. Link of the same is given below:
OR
The
Company doesn’t having any website.
Therefore, no need to of publication of Annual Return.
4.
MEETINGS OF BOARD OF DIRECTORS: Section 134(3)(b) of Companies Act, 2013
(Point 2 of e-Director’s report)
(No. of Board Meeting)
Board Meetings were held during the Financial Year ended March 31, 2025 i.e. (Dates of Board Meetings).
The maximum gap between any two Board Meetings was less than one Hundred and
Twenty days. 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: Section 134(3)(ca) of Companies Act, 2013
(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:
Section 134(3)(f) of Companies Act, 2013
(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.”
OR
(Explanation or comment by the Board on
every qualification, reservation, adverse remark or disclaimer made by the
statutory auditor in his report and/or by the secretarial auditor in the
secretarial Audit Report)
7.
MATERIAL CHANGES AND COMMITMENTS: Section 134(3)(L) of Companies Act, 2013
(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 8(5)(iii) 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
under review i.e. the structure of the Board remains the same.
OR
If
there is any change, mentioned that Mr. …… 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 AND
TRIBUNALS:
Rule 8(5)(vii) 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, tribunals impacting the going concern status and Company’s
operations in future.
OR
The details of a
significant material order passed by the Hon’ble High Court which may impact
the going concern status of the Company and its future operations is provided
in has been annexed as ‘Annexure – __’ to
the Directors’ Report.
10.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: As per Section 134(3)(h)
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 134(3)(g)
(Point 9 & 10 of e-Director’s report)
The
Company has not made any Investment, given guarantee and securities during the financial
year under review. There for no need to comply provisions 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, 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.
TRANSFER TO RESERVE:
As per Section 134(3)(j)
(Point 12 of e-Director’s report)
The
Board of Directors of your company has decided not to transfer any amount to
the Reserves for the financial year under review.
14.
DIVIDEND:
As per Section 134(3)(k)
(Point 13 of e-Director’s report)
Profit
and declared: The Board of Directors of your company
is pleased to recommend a dividend of INR. ______ per equity share of the face
value of INR. ______ each (@____%), payable to those Shareholders whose names
appear in the Register of Members as on the Book Closure / Record Date. An
amount of INR…… would be paid as dividend distribution tax on the dividend. The
dividend pay-out is in accordance with the company’s dividend distribution
policy.
OR
Profit
but not declared: The Board of Directors of your
company, after considering holistically 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 any Dividend for the current financial year due to
conservation of Profits/due to loss incurred by the Company /due to
insufficient profit.
15.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:
A.
Conservation
of Energy, Technology Absorption Section 134(3)(m) read with Rule 8(3)(A and B) of Companies
(Account) Rules, 2014
(Point 23(a and b) of e-Director’s report)
Conservation
of energy is of utmost significance to the Company. Operations of the Company
are not energy intensive. However, every
effort is made to ensure optimum use of energy by using energy- efficient
computers, processes and other office equipment. Constant efforts are made
through regular/ preventive maintenance and upkeep of existing electrical
equipment to minimize breakdowns and loss of energy.
The
Company is continuously making efforts for induction of innovative technologies
and techniques required for the business activities.
•Steps
taken by company for utilizing alternate sources of energy: NIL
•Capital
investment on energy conservation equipment’s:
NIL
B.
Foreign Exchange earnings and Outgo Section 134(3)(m) read with Rule 8(3)(C) of Companies
(Account) Rules, 2014
(Point 23(c) of e-Director’s report)
16.
RISK MANAGEMENT POLICY: Section 134(3)(n)
(Point 15 of e-Director’s report)
Risk
Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control
the probability and/or impact of unfortunate events or to maximize the
realization of opportunities. The Company has laid down a comprehensive Risk
Assessment and Minimization Procedure which is reviewed by the Board from time
to time. These procedures are reviewed to ensure that executive management
controls risk through means of a properly defined framework. The major risks
have been identified by the Company and its mitigation process/measures have
been formulated in the areas such as business, project execution, dg event,
financial, human, environment and statutory compliance.
17.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [“POSH”]: Rule 8(5)(x) of Companies (Account) Rules, 2014
(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. Further details are as follow:
a.
|
Number of complaints of Sexual
Harassment received in the Year
|
|
b.
|
Number of Complaints disposed off
during the year
|
|
c.
|
Number of cases pending for more than
ninety days
|
|
18.
DETAILS
OF SUBSIDIARY, JOINT
VENTURE OR ASSOCIATE
COMPANIES: Rule 8(5)(iv) of Companies (Account) Rules, 2014
(Point 23(d) of e-Director’s report)
As
on March 31, 2025, Company doesn’t have any Subsidiary & Joint Venture and
Associate Companies at the end of the year.
Or
Company is having Subsidiary, Joint
Venture and Associate Companies undertakes the activity of _________. The
Company has (Number) associate Companies therefore Company has prepared
consolidated financial statement for the financial year ended 2024-25. The
Salient features of the financial statement of the Subsidiary & Joint
Venture and Associate Companies in Form AOC-1 has been annexed as ‘Annexure –
__’ to the Directors’ Report.
19.
INTERNAL FINANCIAL CONTROL: Rule 8(5)(viii) of Companies (Account) Rules, 2014
(Point 23(e)(iii) of e-Director’s report)
The
Company has in place adequate internal financial controls 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: As per Section 139
Statutory
Auditors (Existing Auditor)
As per the
provisions of Section 139, 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 (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 there under and that they satisfy the criteria provided in Section 141
of the Companies Act, 2013.
Secretarial Auditors
Pursuant to the provisions of Section
204 of the Companies Act 2013 and rules made thereunder; the company had
appointed (Name of Firm) Company Secretaries to undertake the Secretarial Audit
of the Company for the financial Year ended March 31, 2025. The secretarial
Report has been annexed as ‘Annexure – __’ to the Directors’ Report.
Cost Auditors
The
Board of Directors has approved the appointment of M/s _____ (FRN: _____) Cost
Accountants, as Cost Auditors for the financial year ending March 31, 2025.
In
accordance with the provisions of Section 148 of the Act read with Companies
(Audit & Auditors) Rules, 2014, Company is required to maintain cost
records and accordingly, such accounts and records are maintained by the
Company. Further, since the remuneration payable to the Cost Auditors is
required to be ratified by the shareholders, the Board recommends the same for
approval by members at the ensuing annual general meeting.
21.
DIRECTOR’S RESPONSIBILITY STATEMENT: As per Section 134(3)(c)
(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
requirement 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 year ended March 31, 2025 the applicable accounting standards
read with 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 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 March 31, 2025 and of the profit of
the Company for the year ended on that date.
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 for 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.
22.
DEPOSITS: Rule
8(5)(v & vi) of Companies (Account) Rules, 2014
(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)
|
|
|
23.
CORPORATE
SOCIAL RESPONSIBILITY: Section 135(3)(o)
(Point 16 to 22 of e-Director’s report)
The
Company had constituted a CSR Committee to decide upon and implement the CSR
Policy of the Company.
As
per the provision of Section 135 the Company was required to spend INR. _____/-
(INR_________Only) during the F.Y. 2024-25 and the same has spent on the areas
mentioned under Schedule VII of Companies Act 2013.
The
Brief Outline of CSR Policy and initiatives undertaken during the year has been
annexed as ‘Annexure – II’ to the Directors’ Report.
24.
COST RECORD: Rule 8(5)(ix) of Companies (Account) Rules, 2014
(Point 23(e)(iv) of e-Director’s report)
As per section
148 of the Companies Act, 2013, read with the Companies (Cost Records and
Audit) Rules, 2014, your Company is not required to maintain cost records.
Or
As per section 148 of the Companies Act, 2013, read
with the Companies (Cost Records and Audit) Rules, 2014, your Company is
required to maintain cost records and accordingly, such accounts and records
are maintained.
25.
PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016: Rule 8(5)(xi) of Companies (Account) Rules, 2014
(Point 23(e)( v) of e-Director’s report)
There was no application made or
proceeding pending against the Company under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year under review.
26.
DIFFERENCE IN VALUATION: Rule 8(5)(xii) of Companies (Account) Rules, 2014
(Point 23(e)(vi) of e-Director’s report)
The Company has not made any one-time
settlement for loans taken from the Banks or Financial Institutions, and hence
the details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable.
27.
MATERNITY BENEFIT:
Rule 8(5)(xiii) of Companies (Account) Rules, 2014
The Company affirms that it has duly
complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year.
ACKNOWLEDGMENT
Your
directors place on the record their appreciation of the Contribution made by
employees, 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 acknowledge the assistance and co-operation
received from the Central and State Governments 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 Non-Small Private 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 Director’s appointment and remuneration including other
matters provided under section 178(3) (DG)
§ Clause 23 (e) (i and ii) and (h and j) (DG)
Matters required to be
mentioned by Non-Small Private Company in column 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 20: Point Related to Statutory
Auditor Appointment (DG)
§ Clause 27: Maternity Benefits (DG)
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