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(Name of Company)
DIRECTORS' REPORT
For the Financial Year Ended March 31,
2026
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To,
The Members,
(Name
of Company)
Your Directors take great pleasure in presenting the
(No. of AGM) Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2026. This report reflects the
Company's commitment to transparency, governance, and long-term value creation
for all its stakeholders.
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01
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Annual Return
Reference:
Section 92(3), Companies Act, 2013
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The Company maintains a website at __________, and the
Annual Return has been duly published thereon in accordance with Section 92(3)
of the Companies Act, 2013. The web link is: __________
The Company does not maintain a website. Accordingly,
the requirement to publish the Annual Return online is not applicable.
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02
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Meetings of the Board of Directors
Reference:
Section 173, Companies Act, 2013
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During the financial year ended March 31, 2026, (No.
of Board Meetings) Board Meeting(s) were convened and held in compliance with
the provisions of Section 173 of the Companies Act, 2013, on the following
date(s): (Dates of Board Meetings). The details are set out below:
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Date of Meeting (DD/MM/YYYY)
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Total Directors as on Date
of Meeting
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Directors Present
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% Attendance
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03
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Directors' Responsibility Statement
Reference:
Section 134(3)(c) and Section 134(5), Companies Act, 2013
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Pursuant to Section 134(3)(c) of the Companies Act,
2013, your Directors confirm that the Audited Financial Statements for the year
ended March 31, 2026, have been prepared in full conformity with the
requirements of the Act. The financial statements have been audited by
(Auditor/Auditor Firm Name along with FRN). Your Directors further state that:
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The applicable
Accounting Standards, read with the requirements of Schedule III to the Act,
have been diligently followed in the preparation of the annual accounts. There
are no material departures therefrom.
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Accounting policies have
been carefully selected, consistently applied, and supported by 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 as at March 31, 2026.
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Proper and sufficient
care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Act, to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities.
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The annual accounts have
been prepared on a 'going concern' basis.
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The Company being
unlisted, the provisions of Section 134(3)(e) of the Companies Act, 2013,
relating to internal financial controls, are not applicable.
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Adequate systems and
controls have been devised to ensure compliance with the provisions of all
applicable laws, and such systems were found to be adequate and operating
effectively during the year under review.
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04
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Details in Respect of Frauds
Reference:
Section 143(12), Companies Act, 2013
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During the year under review, the Statutory Auditors
have not reported any instance of fraud committed in the Company by its
officers or employees under Section 143(12) of the Companies Act, 2013. The
Company's internal control environment remained robust throughout the year.
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05
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Board's Comments on the Auditors' Report
Reference:
Section 134(3)(f), Companies Act, 2013
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The Statutory Auditors have not made any
qualifications, reservations, adverse remarks, or disclaimers in their Report
on the Financial Statements for the financial year ended March 31, 2026. The
Auditors' Report is self-explanatory and does not call for any further comments
from the Board.
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06
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Particulars of Loans, Guarantees, and Investments
Reference:
Section 186, Companies Act, 2013
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During the financial year under review, the Company
has not made any investments, extended any guarantees, or provided any
securities. Accordingly, no compliance was required under Section 186 of the
Companies Act, 2013.
During the financial year, the Company has not made
any investments or provided guarantees/securities. However, the Company has
extended loans during the year in compliance with Section 186 of the Companies
Act, 2013. Full details of such loans are provided in Note _____ to the
Financial Statements, and key particulars are summarised in the table below:
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Particulars
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Details
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CIN / LLPIN / PAN / Passport No.
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Name of the Party
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Type of Person (Individual /
Entity)
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Nature of Transaction
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Rate of Interest (for loans)
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Brief Description
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Amount (INR)
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Date of Board Resolution
(DD/MM/YYYY)
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Whether threshold under Section
186 breached?
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Falls under Proviso to Section
186(3)?
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SRN of MGT-14
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07
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State of Affairs / Business Highlights
Reference:
Section 134(3)(i), Companies Act, 2013
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The Company is engaged
in the business of ______________________.
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There has been no change
in the nature of the Company's business during the financial year ended March
31, 2026.
(If applicable: mention other significant developments
— changes in financial position, registered office shift, new funding, etc.)
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08
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Material Changes and Commitments
Reference:
Section 134(3)(l), Companies Act, 2013
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No material changes or commitments have occurred
between the close of the financial year on March 31, 2026, and the date of this
Report that could materially affect the financial position of the Company.
The following material changes and commitments have
occurred after the close of the financial year ended March 31, 2026, and up to
the date of this Report. The impact of these changes on the Company's financial
position is presently not determinable and will be assessed as the situation
evolves:
(Please specify the material changes and commitments
here)
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09
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Financial Summary
Reference:
Section 134(3)(a), Companies Act, 2013 read with Schedule III
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The key financial highlights of the Company for the
financial year ended March 31, 2026, are presented below:
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Particulars
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FY 2025-26 (INR in ₹
Thousand)
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FY 2024-25 (INR in ₹
Thousand)
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Revenue from Operations
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Profit Before Tax (PBT)
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Less: Current Tax
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Less: Deferred Tax
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Less: Income Tax (Earlier Years)
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Profit for the Year (PAT)
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Add: Opening Balance in P&L
Account
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Closing Balance in P&L
Account
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10
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Change in Directorship
Reference:
Section 134(3)(q) read with Rule 8(5)(iii), Companies (Accounts) Rules, 2014
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There has been no change in the composition of the
Board of Directors during the financial year ended March 31, 2026. The Board
remained unchanged throughout the year.
During the financial year ended March 31, 2026, the
following changes took place in the composition of the Board of Directors:
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Name of Director
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DIN
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Designation
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Date of Change
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Nature of Change
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11
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Deposits
Reference:
Sections 73 & 74, Companies Act, 2013 read with Rule 8(5)(v), Companies
(Accounts) Rules, 2014
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The Company has not accepted any deposits from the
public within the meaning of Section 73 of the Companies Act, 2013, during the
financial year under review.
The Company has not accepted any public deposits under
Section 73 of the Companies Act, 2013. However, the Company has accepted
certain exempted deposits during the year, the details of which are set out
below:
a) Loans
Accepted from Directors / Relatives of Directors:
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Name of Director/Relative
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Loan Taken During the Year
(INR)
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Loan Repaid During the Year
(INR)
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Balance at Year-End (INR)
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b) Deposits
Accepted from Shareholders:
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Particulars
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Details
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Deposits accepted during the
year
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Deposits remaining unpaid /
unclaimed at year-end
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Amount of default in repayment
(beginning of year)
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Maximum amount of default during
the year
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Amount of default at year-end
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Number of default cases
(beginning of year)
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Maximum number of default cases
during the year
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Number of default cases at
year-end
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Deposits not in compliance with
Chapter V of the Act
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12
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Significant and Material Orders by Regulators / Courts
/ Tribunals
Reference:
Rule 8(5)(vii), Companies (Accounts) Rules, 2014
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No significant or material orders have been passed by
any regulator, court, or tribunal during the financial year under review that
would impact the going concern status or future operations of the Company.
Details of significant material orders passed by the
Hon'ble High Court / Tribunal that may impact the going concern status of the
Company and its future operations have been enclosed as 'Annexure ___' to this
Report.
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13
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Prevention of Sexual Harassment at Workplace (POSH)
Reference:
Section 22, Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 read with Rule 8(5)(x), Companies (Accounts) Rules,
2014
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The Company is committed to maintaining a safe,
respectful, and inclusive work environment. In line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"), the Company has adopted a comprehensive
Anti-Sexual Harassment Policy and has duly constituted an Internal Complaints
Committee ("ICC").
During the financial year ended March 31, 2026, the
Company has complied with all provisions of the POSH Act and rules framed
thereunder. The status of complaints received during the year is as follows:
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Particulars
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Number
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Complaints of sexual harassment
received during the year
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Complaints disposed off during
the year
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Cases pending for more than
ninety (90) days
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14
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Contracts and Arrangements with Related Parties
Reference:
Section 188, Companies Act, 2013 read with Rule 8(2), Companies (Accounts)
Rules, 2014 and Form AOC-2
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All related party transactions entered into during the
financial year ended March 31, 2026, were conducted on an arm's length basis
and in the ordinary course of business. The provisions of Section 188 of the
Companies Act, 2013, were not attracted to any of these transactions.
There were no materially significant related party
transactions during the year that require disclosure in Form AOC-2. However,
details of all related party transactions, as required under Accounting
Standard 18 (AS-18), are disclosed in Note No. ___ to the Balance Sheet.
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15
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Compliance with Secretarial Standards
Reference:
Section 118(10), Companies Act, 2013
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The Company has duly complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI) and approved by the Central Government under Section 118(10) of the
Companies Act, 2013 — specifically SS-1 (Meetings of the Board of Directors)
and SS-2 (General Meetings), as amended from time to time.
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16
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Statutory Auditors
Reference:
Sections 139 & 141, Companies Act, 2013
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A) Existing
Auditor
Pursuant to the provisions of Sections 139 and 141 of
the Companies Act, 2013, the Members at the ___ Annual General Meeting (AGM)
held on (Date of AGM) approved the appointment of M/s. (Auditor/Firm Name and
FRN) as the Statutory Auditors of the Company for a period of five (5) years,
from the conclusion of the ___ AGM to the conclusion of the ___ AGM.
B)
Re-appointment of Auditors
M/s. (Auditor/Firm Name and 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 ___ Annual General
Meeting to be held in the year __________.
As required under Section 139(1) of the Companies Act,
2013, the Company has received a written consent from M/s. (Auditor/Firm Name
and FRN) confirming their willingness to be re-appointed, along with a
certificate stating that their re-appointment, if made, would be in accordance
with the Act and the Rules framed thereunder, and that they satisfy the
eligibility criteria prescribed under Section 141 of the Companies Act, 2013.
Your Directors place on record their sincere
appreciation for the dedicated contribution of all employees and consultants at
every level. Their competence, commitment, and cooperation have been
instrumental in steering the Company towards its goals.
The Board also gratefully acknowledges the continued
support and guidance received from the Central and State Government
departments, shareholders, and all other stakeholders. Your trust and
confidence in the Company remain our greatest strength.
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Dated:
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For and on behalf of the
Board of Directors
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Place:
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(Name of the Company)
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Name of Director
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Name of Director
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(Designation)
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(Designation)
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DIN: ____________
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DIN: ____________
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Address: ____________
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Address: ____________
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