Director's Report – Annual (Alternate)
An alternate drafting of the annual directors' report.
What this format contains
Director’s Report
To,
The Members,
M/s. [COMPANY NAME]
Your Directors have pleasure in presenting the Annual Report of your Company together with the Audited Statement of Accounts and the Auditor’s Report of your Company for the financial year ended, [DATE], 202. 4
FINANCIAL SUMMARY AND HIGHLIGHTS
(Amount In Lakhs)
| Particulars | Particulars | For the Financial Year ending [DATE]4 | For the Financial Year ending [DATE]3 |
| Revenue from Operations | Revenue from Operations | [FIGURE] | [FIGURE] |
| Other Income | Other Income | [FIGURE] | [FIGURE] |
| Total Income | Total Income | [FIGURE] | [FIGURE] |
| Less Expenses | Less Expenses | ([FIGURE]) | ([FIGURE]) |
| Profit /loss before Exceptional items and Tax Expense | Profit /loss before Exceptional items and Tax Expense | [FIGURE] | [FIGURE] |
| Add/(less): Exceptional items | Add/(less): Exceptional items | 0 | 0 |
| Profit /loss before Tax Expense | Profit /loss before Tax Expense | [FIGURE] | [FIGURE] |
| Less: Tax Expense | Current Tax | [FIGURE] | [FIGURE] |
| Short/(Excess) Provision for tax | 0 | 0 | |
| Deferred Tax | [FIGURE] | [FIGURE] | |
| Profit /loss for the year (1) | Profit /loss for the year (1) | [FIGURE] | [FIGURE] |
| Total Comprehensive Income/loss (2) | Total Comprehensive Income/loss (2) | 0 | 0 |
| Total (1+2) | Total (1+2) | [FIGURE] | [FIGURE] |
| Balance of profit /loss for earlier years | Balance of profit /loss for earlier years | 0 | 0 |
| Transfer to Debenture Redemption Reserve | Transfer to Debenture Redemption Reserve | 0 | 0 |
| Transfer to Reserves | Transfer to Reserves | 0 | 0 |
| Dividend paid on Equity Shares | Dividend paid on Equity Shares | 0 | 0 |
| Dividend paid on Preference Shares | Dividend paid on Preference Shares | 0 | 0 |
| Dividend Distribution Tax | Dividend Distribution Tax | 0 | 0 |
| Earnings per Share: 1) Basic | Earnings per Share: 1) Basic | [FIGURE] | [FIGURE] |
| 2) Diluted | 2) Diluted | [FIGURE] | [FIGURE] |
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
The Profit made during the reporting year was transferred to retained earnings under reserves.
FINAL DIVIDEND
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 year under review.
STATE OF COMPANY’S AFFAIRS
| i | Segment-wise position of business and its operations | The Company is engaged in the Business of dealing in Pharmaceuticals and other related products during the year under review, the total income of the Company was [AMOUNT]/- Lakhs against [AMOUNT]/- Lakhs in the previous year. During the period, The Company has incurred a Profit of [AMOUNT]/- Lakhs as compared to profit of [AMOUNT]/- Lakhs in the previous year. |
| ii | Change in status of the company | No change |
| iii | Key business developments | NA |
| iv | Change in the financial year | The financial year of the Company is from April to March and there has been no change in the same. |
| v | Capital expenditure programmes | NA |
| vi | Details and status of acquisition, merger, expansion, modernization and diversification | NA |
| vii | Developments, acquisition and assignment of material Intellectual Property Rights | NA |
| viii | Any other material event having an impact on the affairs of the company | NA |
COMMENCEMENT OF ANY NEW BUSINESS
During the financial year under review the Company has not entered into new line of Business.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT
There is no revision of the financial statement or Annual report during Financial Year 202-202 for any of the three Preceding Financial Years i.e. F.Y.[FY], [FY].34 [FY],
SHARE CAPITAL STRUCTURE OF THE COMPANY:
a) Authorized Capital:
[AMOUNT]/- ([AMOUNT]) divided into [QUANTITY] Equity Shares of [AMOUNT] /- ([AMOUNT]) each.
b) Issued Capital:
[AMOUNT]/- ([AMOUNT]) divided into [QUANTITY] Equity Shares of [AMOUNT] /- ([AMOUNT]) each.
c) Subscribed and Paid-up Capital:
[AMOUNT]/- ([AMOUNT]) divided into [QUANTITY] Equity Shares of [AMOUNT] /- ([AMOUNT]) each.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of Seven Years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
BOARD OF DIRECTORS
The Board of Directors of the Company duly constituted and there was no change in the composition of Board of Directors.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company duly met on times and frequently in the reporting financial year and in respect of which proper notices was given and the proceedings were properly recorded and signed in the minute’s book maintained for the purpose. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and applicable Secretarial Standards. The Board of Directors Meet 8 times in the Financial Year [FY] on [DATE], [DATE], [DATE], [DATE], [DATE], [DATE], [DATE], and [DATE] respectively.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. |
INTERNAL FINANCIAL CONTROLS:
The Company has devised proper Internal Control System. Companies Internal Financial Control is able to maintain day to day accounts and various other records.
INFORMATION ABOUT SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANY :
Company does not have any Subsidiary, Joint venture or Associate Company.
DEPOSITS:
The Company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013, The Company has not accepted unsecured loans from its directors and relative of directors under sub rule 1 clause (C) sub clause (Viii) of rule 2 of Companies (Acceptance of Deposits) Rules 2014.
LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes to the Financial Statements.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Particulars of Transactions with Related party with noted on accounts forming part of the Financial Statements.
Further all the necessary details of transaction entered with the related parties as defined under Section 188 of the Companies Act, as defined under Section 2 (76) of the said Act are attached herewith in form no. AOC-2 for your kind perusal and information.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, so there is no requirement to constitution of Corporate Social Responsibility Committee.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:
Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:
| PARTICULARS | PARTICULARS | PARTICULARS | PARTICULARS | PARTICULARS | REMARKS | |
| A | CONSERVATION OF ENERGY: | CONSERVATION OF ENERGY: | CONSERVATION OF ENERGY: | CONSERVATION OF ENERGY: | ||
| > | the steps taken or impact on conservation of energy; | the steps taken or impact on conservation of energy; | The Company is taking due care for using electricity in the office and its branches. The | The Company is taking due care for using electricity in the office and its branches. The | The Company is taking due care for using electricity in the office and its branches. The | |
| > | the steps taken by the company for utilizing alternate sources of energy; | the steps taken by the company for utilizing alternate sources of energy; | Company usually takes care for optimum utilization of energy. No capital investment on | Company usually takes care for optimum utilization of energy. No capital investment on | Company usually takes care for optimum utilization of energy. No capital investment on | |
| > | the capital investment on energy conservation equipments; | the capital investment on energy conservation equipments; | energy Conservation equipment made during the financial year. | energy Conservation equipment made during the financial year. | energy Conservation equipment made during the financial year. | |
| B | TECHNOLOGY ABSORPTION: | TECHNOLOGY ABSORPTION: | TECHNOLOGY ABSORPTION: | TECHNOLOGY ABSORPTION: | ||
| > | the efforts made towards technology absorption; | the efforts made towards technology absorption; | NIL | NIL | NIL | |
| > | the benefits derived like product improvement, cost reduction, product development or import substitution; | the benefits derived like product improvement, cost reduction, product development or import substitution; | NIL | NIL | NIL | |
| > | in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- | in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- | NIL | NIL | NIL | |
| (a) | the details of technology imported; | NIL | NIL | NIL | ||
| (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; Not applicable since 5 years period is over | |||||
| > | the expenditure incurred on Research and Development | the expenditure incurred on Research and Development | NIL | NIL | NIL | |
| C | FOREIGN EXCHANGE EARNINGS AND OUTGO: | FOREIGN EXCHANGE EARNINGS AND OUTGO: | FOREIGN EXCHANGE EARNINGS AND OUTGO: | FOREIGN EXCHANGE EARNINGS AND OUTGO: | 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 | 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 | During the year, the total foreign exchange used was NIL and the total foreign exchange earned was NIL | During the year, the total foreign exchange used was NIL and the total foreign exchange earned was NIL | During the year, the total foreign exchange used was NIL and the total foreign exchange earned was NIL |
RISK MANAGEMENT:
Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company’s business systems and processes, such that our responses to risks remain current and dynamic.
REGULATORY ACTION
There are no significant and material orders passed by the regulators or courts or Tribunals that could impact the going concern status and operations of the company in future.
STATUTORY AUDITORS AND THEIR REPORT
M/s. [NAME] & Co, Chartered Accountants, Statutory Auditors of the Company has been appointed as Statutory Auditor of the company for five years in the Annual General Meeting held in the year 2021 and shall hold office [ADDRESS].
Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor`s Report are self-explanatory.
SECRETARIAL AUDITORS
The Secretarial Audit is not applicable as the company does not company with the criteria mention u/s 204 of the Companies Act 2013.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no applications made or proceeding pending in the name of the company under the Insolvency and bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there were no one-time settlement and valuation while availing loan from banks and financial institutions.
ANNUAL RETURN
As per MCA vide Notification dated [DATE] The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is not required to be prepared from Financial Year [FY] onwards & hence not applicable.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.
The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION:
Company's Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.
SECRETARIAL STANDARDS:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company.
APPRECIATION AND ACKNOWLEDGEMENT
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation, your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and others associated with the Company. The Directors also take this opportunity to thank all Clients, Vendors, Banks, Government and Regulatory Authorities for their continued support.
| [COMPANY NAME] | [COMPANY NAME] |
| SD/- | SD/- |
| _________________ | ____________________ |
| [DIRECTOR 2 NAME] DIRECTOR (DIN : [DIN]) | [DIRECTOR NAME] DIRECTOR (DIN :[DIN]) |
DATE: [DATE]
PLACE: [PLACE]