Draft Format of Board of Directors Report For FY 2017-18

On the Letter Head of Company

BOARDS’ REPORT

To

The Members,

……………………PRIVATE LIMITED

Your Directors have pleasure in presenting the …….. Boards’ Report of the Company together with audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended 31st March, 20xx.

FINANCIAL RESULTS

		(Amount in Rs.)
Financial Results	Year ended 31st March, 20xx	Year ended 31st March, 20xx
(a) Turnover (including Other Income)	xx	xx
(b) Net Profit/Loss (before depreciation and tax)	xx	xx
Less : Depreciation	xx	xx
(c) Net Profit/(Loss) before tax	xx	xx
Less : Provision for Tax (including for deferred tax)	xx	xx
(d) Net Profit/(Loss) after tax	xx	xx

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, forms part of this report as Annexure-A.

MEETINGS DURING THE FINANCIAL YEAR

• BOARD MEETINGS

During the financial year 20xx-xx, the Board of Directors of the Company duly meet Twelve (12) times i.e. on ……………….. and ……… The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013.

Further, the status of attendance of Board Meeting by each of Director is as follow:

S. No.	Name of Director	No. of Board  Meeting Held	No. of Board Meeting Attended
1.	Mr. xxx	12	12
2.	Mr. xx	12	12
3.	Mr. xx	12	12
4.	Mr. xx	12	12

• COMMITTEE MEETINGS

During the financial year 20xx-xx, the members of the Corporate Social Responsibility (CSR) Committee duly met 1 (One) time i.e. on xxxx.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is no change in the Board of Directors of the Company during the Financial Year 20xx-xx.

Further, the provisions related to KMP were not applicable for the Financial Year 20xx-xx.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm 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) Clause (e) of section 134(5) is not applicable as the Company is not a listed 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.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the F.Y. ended 31st March,20xx This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31st March,20xx.

BOARD’S COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR DISCLAIMER MADE BY:

• Statutory Auditors

Observation made by the Statutory Auditors in their Report are self explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

• Cost Auditors

The Cost audit of the Company has not been conducted for the financial year 20xx -xx as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

PARTICULARS OF INTER-CORPORATE LOANS & INVESTMENT

During the financial year 20xx-xx, the Company has not made any investment.

Further the Company has not given any guarantee or security to any person or body corporate.

PARTICULARS OF RELATED PARTY TRANSACTIONS

Related party transactions that were entered into during the financial year were on arm’s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. As per Annexure-B in Form AOC-2.

There are no material related party transactions which are not in ordinary course of business or which are not on arm’s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

STATE OF COMPANY’S AFFAIRS

It is imperative that affair of our Company are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

AMOUNT WHICH IT PROPOSES TO CARRY TO RESERVES

The amount of Rs. xxxx to be carried as Profit in the balance sheet for the financial year ended 31st March, 20xx. It is not being proposed to carry this amount in to any specific reserve.

DIVIDEND

Based on the Company’s performance, the Directors are pleased to recommend for approval of the members a final dividend of Rs. 5/- per share for the financial year 20xx-xx.

The final dividend on equity shares, if approved by the members would involve a cash outlay of Rs.        xx including dividend tax.

MATERIAL CHANGES & COMMITMENTS

There has been no material changes and Commitment affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134(3)(m) & Rule 8(3)(A) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo has been given in Annexure-C to this report.                        

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The management of the Company has duly adopted the Risk Management Policy as per the requirement of the Companies Act, 2013. Further, they had taken adequate care in its implementation by identifying various element of risk which may cause serious threat to the existence of the Company.

DETAILS OF COMPANY’S CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Corporate Social Responsibility as contained under the Companies Act, 2013 are applicable on the Company.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-D of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

JOINT VENTURE/ ASSOCIATE OR SUBSIDIARY COMPANIES

Details of a subsidiary company of the company is as follows:-

S. No.	Name of the Company	% of Shareholding	No. of Shares held
1.	xxxx Private Limited	100%	xx Equity Shares of 10 each are directly held by company & 1 Equity Share of Rs 10 is held by nominee ( Mr. Nitin Mohan)

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURE

The Company has one subsidiary company.

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and its subsidiary companies, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of our consolidated subsidiaries in the prescribed format AOC-1 is annexed as Annexure – E to the Board Report. The statement also provides details of performance, financial position of each of the subsidiaries.

The Board’s Report has been prepared based on “STAND ALONE FINANCIAL STATEMENT OF THE COMPANY”

• Associate – There is no associate company.
• Joint venture companies, including in the consolidated financial statement is

Presented – There is no joint venture company.

DEPOSITS

The Board states that no disclosure or reporting was required in respect of the details relating to deposits covered under Chapter V of the Act as there were no deposits during the financial year 2016-17.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS 

There is no such order passed by the Regulators/Courts/Tribunals in respect to the Company during the financial year.

INTERNAL FINANCIAL CONTROLS

The Company has maintained adequate financial control system, commensurate with the size, scale and complexity of its operations and ensures compliance with various policies, practices and statutes in keeping with the organization’s pace of growth and increasing complexity of operations.

PARTICULARS OF EMPLOYEES

None of the employees who have worked throughout the year or a part of the financial year were getting remuneration in excess of the threshold mentioned under Section 197(12) of the Act read with rule 5(2) of Companies (Appointment and Remuneration) Rules, 2014.

NO CHANGES IN THE BUSINESS

Your Directors would like to inform that Company is doing its regular business without any deviation to other objects.

VIGIL MECHANISM

Your Directors would like to inform that till now provisions of establishment of Vigil Mechanism do not apply to the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation and support extended by the Share Holders, various authorities, banks, dealers and vendors..

The Directors also acknowledge with gratitude the dedicated efforts and valuable contribution made by all the employees of the Company.

For & on behalf of the Board of

xxx Private Limited

Annexure-B

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: N.A.

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts / arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f)  Date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis-

S. No.	Name of Related Party	Nature of Relationship	Nature of Contract / Arrangement / Transactions	Amount
1.	xxx Private Limited	Directors are common	Fabrication Charges	15,076,823
			Purchases of Goods	343,400,142
			Sale of products	897,105
2.	xxxx Limited	Directors are common	Fabrication Charges	3,269,764
			Purchases of Goods	218,832,472
			Sale of Products	1,060,196
3.	xxxxx (India) Private Limited	Directors are common	Dyeing & Washing charges	NIL
4.	xx Limited	Directors are common	Rent Expenses	13,238,400
			Freight Expenses (Business auxiliary Services)	65,545,418
5.	xxx	Relatives of Director	Commission Paid	24,00,000
6.	xx	Relative of Director	Rent Expenses	435,632
7.	xx	Relative of Director	Rent Expenses	2,142,342
8.	xx	Director	Rent Expenses	3,069,030
9.	xxx x	Director	Rent Expenses	7,23,600
10.	xxx	Mr. Nikhil Mohan(Director) is the Karta	Rent Expenses	315,658
11.	xx	Director	Rent Expenses	831,538
12.	xx	Mr. Nitin Mohan (Director)  is the Karta	Rent Expenses	147,144
13.	xx	Relative of Director	Rent Expenses	1,084,170
14.	xx xx	Director	Rent Expenses	1,310,744
15.	xx	Relative of Director	Rent Expenses	146,304
16.	xxx	Relative of Director	Rent Expenses	225,644

–

Duration of Contract / Arrangement	Terms of Contract / Arrangement	Date of Approval by the Board, if any	Amount Paid as Advance
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For & on behalf of the Board of

xx Private Limited

xx (Director) DIN: 0xxxx Address:

xx (Director) DIN: 00xx Address:

Place: New Delhi
Date: 30th September, 20xx

ANNEXURE – C

INFORMATION RELATING TO ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO FORMING PART OF DIRECTORS’ REPORT IN TERMS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

(a) Conservation of energy

(i)	the steps taken or impact on conservation of energy	N.A.
(ii)	the steps taken by the company for utilizing alternate sources of energy	N.A.
(iii)	the capital investment on energy conservation equipments	N.A.

(b) Technology absorption

(i)	the efforts made towards technology absorption	The Company has not absorbed any technology from any source.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	N.A.
	(a) the details of technology imported	N.A.
	(b) the year of import;	N.A.
	(c) whether the technology been fully absorbed	N.A.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A.
(iv)	the expenditure incurred on Research and Development	N.A.

(c) Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year: NA

The Foreign Exchange outgo during the year in terms of actual outflows: NA.

For & on behalf of the Board of

xxx Company Private Limited

xx (Director) DIN: 0xxxx Address:

xx (Director) DIN: 00xx Address:

Place: New Delhi

Date: 30th September, 20xx

Annexure-D

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken to the CSR policy and projects or programs:

Mohan Clothing’s CSR policy is aimed at demonstrating care for the community through its focus on education & skill development, health & wellness and environmental sustainability including biodiversity, energy & water conservation. Also embedded in this objective is support to the disadvantaged/marginalized cross section of the society by providing opportunities to improve their quality of life.

The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013.

2. The composition of the CSR committee: The Company has constituted a Corporate Social Responsibility Committee as per the provisions of Section 135 of the Companies Act, 2013 and details of its members are as follows:-

S. No.	Name of the Director	Designation
1.	Nikhil Mohan	Chairman
2.	Nitin Mohan	Member
3.	Rajendra Mohan	Member
4.	Nakul Mohan	Member

3. Average net profit of the company for last three financial years for the purpose of computation of CSR: Rs. 439,512,350.

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs. 8,790,247

5. Amount spent on CSR during the financial year: Rs. 2,156,435

6. Reasons for not spending the amount: The Company, being a responsible organization, recognizes its social responsibility to contribute towards the activities for the benefit and development of the Society. However, the Company could not find any suitable project during the financial year 2016 -17 to contribute towards its CSR obligations. But your Company is contributing to the social activities in the best possible manner.

7. We hereby confirm on behalf of CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

For & on behalf of the Board of

xxxx Private Limited

xx (Director) DIN: 0xxxx Address:

xx (Director) DIN: 00xx Address:

Place: New Delhi

Date: 30th September, 20xx

Annexure-E

Form No. AOC- 1

PART-A: Subsidiaries

SL. No.	Particulars	Details
1.	Name of the Subsidiary	xxx Private Limited
2.	The date since when subsidiary was acquired	03rd September, 2015
3.	Reporting period for the subsidiary concerned, if different from the holding company’s reporting period	–
4.	Reporting currency and Exchange rate as on the last date of the relevant financial year in case of foreign subsidiaries	–
5.	Share Capital	8,42,000
6.	Reserves & Surplus	(7,297,352)
7.	Total assets	9,432,784
8.	Total liabilities	15,888,136
9.	Investments	–
10.	Turnover	–
11.	Profit before taxation	(1,828,628)
12.	Provisions for taxation	–
13.	Profit after taxation	(1,828,628)
14.	Proposed Dividend	–
15.	Extent of shareholding (in %)	99.99

There is no other subsidiary to commence operation or the subsidiary which have been liquidated or sold during the year.

For & on behalf of the Board of

xx Private Limited

xx (Director) DIN: 0xxxx Address:

xx (Director) DIN: 00xx Address:

Place: New Delhi
Date: 30th September, 20xx

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