CS Lalit Rajput
Abridged Form of Directors Report For OPC And Small Companies Along-with Draft Notice of Annual General Meeting) {As per Provisions of Companies Act, 2013}
MCA has amended Companies (Accounts) Rules, 2014, these rules called Companies (Accounts) Amendment Rules, 2018.
MCA has came up with new rule 8A on 31st July, 2018 with Abridged form of Directors report disclosure and prescribed separate bunch of disclosures for Small Company and One Person Company (OPC).
| Definition of Small Company : (u/s 2(85) of Companies Act, 2013 “Small company“ means a company, other than a public company,— (i) paid-up share capital of which does not exceed Rs. 50 lakh or such higher amount as may be prescribed which shall not be more than ten crore rupees and (ii) turnover of which as per profit and loss account for the immediately preceding financial year does not exceed Rs. 2 crore or such higher amount as may be prescribed which shall not be more than one hundred crore rupees Provided that nothing in this clause shall apply to— (A) a holding company (u/s 2(46)) or a subsidiary company(u/s 2(87); (B) a company registered under section 8 (NPO); or (C) a company or body corporate governed by any special Act; |
Definition of One Person Company (OPC) : (u/s 2(62) of Companies Act, 2013 “One Person Company” means a company which has only one person as a member; A company formed with just 1 Director and 1 member. It is a form of a company where the compliance requirements are lesser than that of a private company. |
NOTICE
(On the Letterhead of the Company)
Notice is hereby given that the ……… (No. of AGM) Annual General Meeting of the members of …………………………… (Name of the Company) PRIVATE LIMITED will be held on ………….. (Day) ………. (Date) day of ………… (month), 20……), at the registered office of the Company at ……………………………….. (address of the venuw of AGM), , at …………….. (time) AM / PM to transact the following business:
1. Adoption of the Financial Statements
To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended …………………. (generally March 31, 20…) together with the Reports of the Board of Directors and the Auditors thereon.
2. Appointment/Ratification of Appointment of Auditor for Financial Year 201…………….
“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies (Audit and Auditors) Rules, 2014 (“Rules”) (including any statutory modification or re-enactment thereof, for the time being in force), the Company hereby ratifies the appointment of M/s XYZ & Co. (FRN: *********), Chartered Accountants, New Delhi, as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company for the financial year ended 31st March, 2018.” {Ratification Clause}
Note:
Under Companies Act, 2013, companies are required to appoint their auditors for a period of five years which is subject to annual ratification by the shareholders at the annual general meeting.
The Amendment Act, 2017 has removed this requirement of annual ratification once the auditors have been appointed for five years. The provision with respect to the annual ratification has been removed from Companies (Audit and Auditors) Rules 2014 as well.
By order of the Board
For ……………………………….. PRIVATE LIMITED
……………………(Name of the Director)
Director
DIN: ……………………………
……………………….. (Address of the Director)
Date: …………………
Place: ………………..
NOTES:
1. Relevant documents with respect to business transactions can be inspected at the Registered Office of the Company.
2. A person entitled to attend the meeting is also entitled to appoint the Proxy to attend and vote at the meeting instead of himself. A proxy need not be the Member of the Company.
3. Pursuant to the Provisions of sections 105 of Companies Act, 2013 read with the applicable rules thereon, person can act as proxy on behalf of the members not exceeding Fifty and holding in aggregate not more than 10% of the share capital of the Company carrying voting rights, may appoint a single person as Proxy, who shall not act as Proxy of any other Member.
4. Proxy form in order to be valid must be lodged with the Company at least 48 hours before the Commencement of the meeting.
5. Road Map:
To be attached.
DIRECTOR’S REPORT
Note :
This Director Report is prepared – in case 2nd AGM of the Company
Dear Shareholders,
Your Directors have pleasure in presenting the 2nd Annual Report of the company, together with the Audited Accounts for the financial year ended …………… (generally, 31 March 20…)
1. FINANCIAL RESULTS
The Company’s financial performance, for the financial year ended …………… (generally, 31 March 20…)..
(Note: To check with Balance Sheet)
| Particulars |
Year ended 31st March 20….. (Amount in Rs.) | Year ended 31stMarch 20……. (Amount in Rs.) |
| Turnover | ||
| Profit Before Tax | ||
| Less: Current Tax | ||
| Income Tax earlier years | ||
| Deferred Tax | ||
| Profit For The Year | ||
| Add: Balance in Profit and Loss Account | ||
| Sub Total | ||
| Less: Appropriation | ||
| Transferred to Reserve Fund | ||
| Closing Balance | ||
2. STATE OF AFFAIRS
The Company is engaged in the business of ………………………… During the financial year ended 31st March, 20……….., there has been no change in the business of the Company.
(Note: To check with Balance Sheet)
3. DIRECTORS
The Board of Directors (the Board), an apex body formed, provides and evaluates the strategic directions of the Company; formulates and reviews management policies and ensure their effectiveness.
The Board represents an optimum mix of professionalism, knowledge and experience. As on 31st March, 20…….., the total strength of the Board was ………………….. directors.
The Company has benefited from the professional expertise of the Directors.
The details of each member of the Board along with the number of Directorship(s), date of joining the Board and their shareholding in the Company are provided herein below:-
Composition and Directorship(s) as on 31st March, 20………..
| Name of the Director(s) | Date of Joining | Number of shares held in the Company | Directorship(s) in other Companies |
There has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same. (to check with Minutes and Directors Registers and MCA (ROC) Forms)
On the basis of the written representations received from the directors of the Company as on 31st March, 20………. taken on record by the Board of Directors, Mr. / Ms. ………………….., director of the company is disqualified as on 31st March, 20………….. in terms of Section 164 (2) of the Companies Act 2013. (Disclose Director Disqualification – to check with DIR -3 KYC Form and DIN Status)
4. BOARD’S COMMENT ON THE AUDITORS’ REPORT
The Auditor’s report is self-explanatory. There were no observations/qualifications made by the Auditors in the Audit Report.
(Note: To Check – auditor report)
5. MEETINGS OF BOARD OF DIRECTORS
The Board meets at regular intervals to discuss business plan and strategies. The notice of Board meeting is given well in advance to all the Directors.
During the financial year ended 31.03.20…………. the following were the dates on which Board of Directors meetings were held:
| Date(s) of Board Meeting | ||||
| No. of Director(s) Attended |
The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.
(Note: To Check – Minutes of the Meetings of Board of Directors, Attendance Registers)
6. WEB LINK OF ANNUAL RETURN.
a).The Company doesn’t having any website.
b). In case Company have website :
In accordance with the provisions of the Companies Act, 2013 and amendments thereto, the extract of the annual return in Form No. MGT – 9 placed on the website of the Company and web link of the same is given below.
Link of MGT -9: ……………………………………………
(Note : To Check whether Company has website or not)
Note : (only as opinion)
Whether MGT-9 is required for F.y. 2017-18 or not?
As per section 134, of Companies Act, 2013, Companies were required to prepare MGT-9 (extract of Annual Return) and such MGT-9 was required to be filed with Directors Report. However, this provision has been amended by Companies Amendment Act, 2017 w.e.f. 31.7.2018 i.e. as per notification dated 31st July, 2017 provision in relation to MGT-9 has been removed from Section 134 and a new provision has been added i.e. “the web address, if any, where annual return referred to in sub-section (3) of section 92 has been placed”. Therefore, one can opine that MGT-9 is not required to prepare by any Company if Directors Report approved in Board Meeting on or after 31st July, 2018.
Link of Notification dated 31.07.2018 :
https://taxguru.in/company-law/mca-notifies-section-36-companies-amendment-act-2017.html
Link of the Companies Amendment Act, 2017 :
https://taxguru.in/company-law/companies-amendment-act-2017-receives-presidents-assent.html
7. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.
(Note: To Check – Balance Sheet)
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.
(Note: To Check – Balance Sheet)
9. DIRECTOR’S 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 for the year ended March 31, 20………….., 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, 2018 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.
10. Details in respect of Frauds reporting u/s 143(12) by auditor
The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.
(Note : To Check with Auditors Report)
11. Related Party Transaction- 188 (AOC-2)
The Company has not entered into related parties transactions, as per the Provision of the Section 188 of the Act. Thus, disclosure in Form AOC-2 is not required and does not form part of this report.
(Note : To check with Balance Sheet, Minutes of the Meetings of Board of Directors, and Statutory Registers)
12. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a safe and conducive work environment to its employees. The Company adopted Prevention of Sexual Harassment at Workplace Policy in the meeting of Board of Directors………………..date.
Your Directors further 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.
(Note: To Check – Minutes of the Meetings of Board of Directors, Policies)
13. ACKNOWLEDGEMENTS
Your company takes this opportunity to thank all the Shareholders and investors of the company for their continued support. Your directors wish to place on record their appreciation for the co-operation and support received from employees, staff and other people associated with the company and look forward for their continued support.
BY ORDER OF THE BOARD
FOR …………………………………… PRIVATE LIMITED
| ………………. (Name) | ………………. (Name) |
| ……….. Director (Designation) | ……….. Director (Designation) |
| Din : ……………………… | Din : ……………………… |
| Address : | Address : |
Date: ……………………….
Place:…………………………
(Author can be reached at lalitrajput537@gmail.com)
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