Director’s Report is a vital document which communicates the Company’s progress and state of affairs to the Shareholders. Every shareholder might not have the insight so as to able to read and understands the numerical jargons stated in the Financial Statements but he or she will surely get a pretty good idea about the Company by reading the director’s report. Therefore, special emphasis has been given by law so as to include certain matters mandatorily in the Director’s Report. Section 134 of the Companies Act, 2013 reads as follows:

(1) The financial statement, including consolidated financial statement, if any, shall be approved by the Board of Directors before they are signed on behalf of the Board at least by the chairperson of the company where he is authorised by the Board or by two directors out of which one shall be managing director and the Chief Executive Officer, if he is a director in the company, the Chief Financial Officer and the company secretary of the company, wherever they are appointed, or in the case of a One Person Company, only by one director, for submission to the auditor for his report thereon.

(2) The auditors’ report shall be attached to every financial statement.

(3) There shall be attached to statements laid before a company in general meeting, a report by its Board of Directors, which shall include–

(a) the extract of the annual return as provided under sub-section (3) of section 92;

(b) number of meetings of the Board;

(c) Directors’ Responsibility Statement;

(d) a statement on declaration given by independent directors under sub-section (6) of section 149;

(e) in case of a company covered under sub-section (1) of section 178, company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;

(f) explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made–

(i) by the auditor in his report; and

(ii) by the company secretary in practice in his secretarial audit report;

(g) particulars of loans, guarantees or investments under section 186;

(h) particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form;

(i) the state of the company’s affairs;

(j) the amounts, if any, which it proposes to carry to any reserves;

(k) the amount, if any, which it recommends should be paid by way of dividend;

(l) material changes and commitments, if any, 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 the date of the report;

(m) the conservation of energy, technology absorption, foreign exchange earnings and outgo, in such manner as may be prescribed;

(n) a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;

(o) the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year;

(p) in case of a listed company and every other public company having such paid-up share capital as may be prescribed, a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors;

(q) such other matters as may be prescribed.

(4) The report of the Board of Directors to be attached to the financial statement under this section shall, in case of a One Person Company, mean a report containing explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

(5) The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) shall state 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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Explanation.–For the purposes of this clause, the term “internal financial controls” means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

(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.

(6) The Board’s report and any annexures thereto under sub-section (3) shall be signed by its chairperson of the company if he is authorised by the Board and where he is not so authorised, shall be signed by at least two directors, one of whom shall be a managing director, or by the director where there is one director.

(7) A signed copy of every financial statement, including consolidated financial statement, if any, shall be issued, circulated or published along with a copy each of–

(a) any notes annexed to or forming part of such financial statement;

(b) the auditor’s report; and

(c) the Board’s report referred to in sub-section (3).

(8) If a company contravenes the provisions of this section, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may extend to five lakh rupees, or with both.

Here a sample director’s report of a private company with imaginary figures. Attempt has been made to cover the requirements of section 134 of the Companies Act, 2013:

 

A B C  PRIVATE LIMITED

Regd. Office:  Prem Gali, Kholi No. 420, Kolkatta – 700 001, West Bengal, CIN-……………..,

dropyourmail@hotmail.com, Phone : 011-9876543

To,

The Members,

A B C  PRIVATE LIMITED

 

Your Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited annual accounts of the Company for the year ended 31st March, 2016.

 

FINANCIAL RESULTS

(In Rs. )

Particulars Year Ended

31.03.2016

Year Ended

31.03.2015

Income             1,34,64,972.10 50,09,603.57
Profit/(Loss) before Tax                24,45,265.75                (89,96,338.47)
Less: Provision of Taxation     18,558.00        —-
Profit/(Loss) after Tax               24,44,797.75 (89,96,338.47)

 

Details of Associates of the Company are attached in Form No. AOC1 referred hereto as Annexure B.

 

DIVIDEND

No dividend is recommended for the current financial year under report.

 

RESERVES

No amount was transferred to any reserve during the financial year under report.

 

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business carried by the Company during the financial year under report.

 

DIRECTORS

There was no change in the directors/key managerial personnels during the financial year under report. Shri Mukesh Ambani, Shri  Anil Ambani and Shri Bharti Mittal, directors of the Company, retire at this Annual General Meeting and being eligible have offered themselves for re-election.

 

NUMBER OF BOARD MEETINGS

During the year under report, six (6) meetings of the Board of Directors were held on 04.06.2015, 17.08.2015, 22.08.2015, 02.12.2015, 21.12.2015 and 02.03.2016 respectively.

Attendance of the directors in the Board Meetings held during the year were as follows:

 

Sl. No. Name of the director No. of Meetings held No. of Meetings Attended
1 Shri Madhawan Ambani 6 1
2 Shri Anup Ambani 6 6
3 Shri Bhusan Mittal 6 6

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate on the date of this report.

 

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has no activity relating to conservation of energy or technology absorption. The Company has no foreign exchange earnings and outgoings during the year under review.

 

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the company’s existence are very minimal.

 

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

None of the criteria mentioned under section 135 of the Act was applicable to the Company. The Company has not developed and implemented any Corporate Social Responsibility policy/activity.

 

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans given, investments made, guarantees given and securities provided under the provisions of section 186 of the Act, 2013, if any, are covered in the Notes to the Financial Statements.

 

PARTICULARS OF CONTACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under section 188 of the Companies Act, 2013 during the year under review except office rent agreement with director and director’s relative. The details are disclosed in the Notes to Financial Statements.

 

PARTICULARS OF EMPLOYEES

The company being a private company, provisions of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 was not applicable.

 

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rule, 2014 is furnished in Annexure A (MGT 9) and is attached to this Report.

 

DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

 

 

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

  • In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

 

  • 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 loss of the company for that period.

 

  • 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 irregularities.

 

  • The directors had prepared the annual accounts on a going concern basis.

 

  • The director had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

 

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Details of Associates of the Company in Form No. AOC-1 is annexed hereto as  Annexure B.

 

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

 

STATUTORY AUDITORS

M/s Lodha & Co. (Regn. No. 304129E), Chartered Accountants, Kolkata, were appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting  held on 22/09/2014. Pursuant to the proviso to Section 139 of the Companies Act, 2013, board recommends ratification of their appointment for the Financial Year 2016-17 in the ensuing Annual General Meeting.

 

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN ITS REPORTS

There was no qualification, reservations or adverse remarks its reports.

 

INTERNAL FINANCIAL CONTROLS

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively.

 

SHARES

During the year under review, the company has undertaken following transactions:

Increase in Share Capital Buy Back of Securities Sweat Equity Bonus Shares Employees Stock Option Plan
Nil Nil Nil Nil Nil

 

 

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

During the year under report, no complaint was received by the Company under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal ) Act, 2013 (“Act”) and Rules made thereunder.

 

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company being a private company this is not applicable.

 

COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company being a private company, provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company.

 

 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

 

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your company.

 

 

 

For & on behalf of the Board of Directors

For A B C  Company Private Limited

 

 

 

 

Place: New Delhi                                                                   Madhawan Ambani                       Bhusan Mittal        

Date:  26.08.2016                                                                     (Director)                                              (Director)                                                                                                                                                    DIN: 00185337                                    DIN: 00314681

Address:                    Prem Gali,         Address:           Kholi No. 420,

New Delhi-110 008                            New Delhi-110 008

 

 

 

 

 

 

 

 

 

 

 

 

Annexure:A

Form No.MGT-9

EXTRACTOFANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.03.2016

 

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

 

  1. REGISTRATIONANDOTHERDETAILS:

 

         i.              CIN

 

U……………….
        ii.              RegistrationDate

 

25.01.1995
      iii.              Name of the company

 

A B C  PRIVATE LIMITED
       iv.              Category/Sub-Category of the Company

 

 
        v.              Address of the Registered office and contact details

 

Regd. Off.: Prem Gali, Kholi No. 420, New Delhi – 110 008. Email: dropurmail@hotmail.com
       vi.              Whether listed company

 

NO
     vii.              Name, Address and Contact details of Registrar and Transfer Agent, ifany

 

NA

                                                                                                                                                                                                                      

 

 

  1. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr.No. Nameand Description of mainproducts/ services NIC Code of the Product/ service %  to total turnover of the company
1 Other wholesale …n.e.c. 51909 0%

 

 

  • PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

 

Sr. No. Name And Address of The Company CIN/GLN Holding/ Subsidiary

/Associate

%of shares held Applicable

Section

1.                   United Breweries  Pvt. Ltd.

 

U………………… Associate 48.11 2(6)
2.                   Pepsico Holdings  Pvt. Ltd.

 

U………………………. Associate 28.49 2(6)

 

 

 

 

 

 

 

  1. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
  2. Category-wiseShare-Holding
Category of

Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during

The year

  De-mat Physical Total % of Total Shares Dem at Physical l Total % of Total Shares  
A.    Promoter                  
1)     Indian                  
a)     Individual/ HUF      — 3705500 3705500 44.12

 

  — 3705500 3705500 44.12

 

Nil
b)     Central Govt      —              
c)     State Govt(s)      —              
d)    Bodies Corp     —  3686000 3686000 43.91 3686000 3686000 43.91 Nil
e)    Banks / FI     —              
f)     Any Other     — Nil
 

Sub-total(A)(1):-

  7391500 7391500 88.03   7391500 7391500 88.03  
2)     Foreign                  
g)    NRIs-Individuals
h)    Other-Individuals
i)   Bodies Corp.
j)   Banks / FI
k)     Any Other….                         —-                —                   —                    —                    —
 

Sub-total(A)(2):-

                 
B.     Public Shareholding/ Non-Promoters                  
1.     Institutions                  
a) Mutual Funds
b)    Banks / FI
c)     Central Govt
d)    State Govt(s)                  
e)    Venture Capital Funds                  
f)     Insurance Companies                  
g)    FIIs                  
h)    Foreign Venture Capital Funds                  
i)   Others (Individuals))
 

Sub-total(B)(1)

2. Non Institutions                  
a)    Bodies Corp.

(i) Indian

(ii) Overseas

                 
b)    Individuals

 

(i) Individual shareholders holding nominal share capital uptoRs. 1 lakh

 

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

 

 

 

 

 

 

 

380200

 

 

 

 

 

625000

 

 

 

 

380200

 

 

 

 

 

625000

 

 

 

 

4.53

 

 

 

 

 

7.44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

380200

 

 

 

 

 

625000

 

 

 

 

380200

 

 

 

 

 

625000

 

 

 

 

4.53

 

 

 

 

 

4.53

 

 

 

 

Nil

 

 

 

 

 

Nil

c)     Others(Specify)                  
 

Sub-total(B)(2)

   

1005200

 

1005200


11.97
 

 

1005200

 

1005200

 

11.97

 

Nil

 

TotalPublic Shareholding (B)=(B)(1)+ (B)(2)

                 
C.Shares heldby Custodianfor GDRs&ADRs                  
GrandTotal

(A+B+C)

  8396700 8396700 100   8396700 8396700 100  

Shareholding of Promoters

 

Sr. No Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year  
    No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in shareholding during the year
1.       Madhwan Ambani 2270000 27.03        —- 2270000 27.03        —-  Nil
2.       Anup Ambani   298400   3.55        —-   298400   3.55        —- Nil
3.       Bhusan Mittal 1095000 13.04        —- 1095000 13.04        —- Nil
4.       Arun Shoorie     42100   0.50        —-     42100   0.50        —- Nil
5.       Balaji Telefilms Pvt. Ltd. 1320000 15.72        —- 1320000 15.72        —- Nil
6.       Hero Honda  Pvt. Ltd.    200000   2.38        —-    200000   2.38        —- Nil
7.       ICICI Lombard General Pvt. Ltd.   176000   2.10        —-   176000   2.10        —- Nil
8.       Cadburies India (P) Ltd.

 

  700000  8.34        —-   700000  8.34        —- Nil
9.       ITC Pvt. Ltd.   160000  1,91        —-   160000  1,91        —- Nil
10.    Reliance Industries  Ltd.

 

    50000  0.60        —-     50000  0.60        —- Nil
11.    J. P. Associates Pvt. Ltd.

 

   640000 7.62        —-    640000 7.62        —- Nil
12.    Tata Motors Pvt. Ltd. 440000   5.24        —- 440000   5.24        —- Nil
  Total 73,91,500 88.03        —- 73,91,500 88.03        —- Nil

 

                                                                                                                                                                                                                                          

 

  • Change in Promoters’ Shareholding (please specify, if there is no change)

 

Sr. no   Shareholding at the beginning of the year Cumulative Shareholding during the year
    No. of shares % of total shares of the company No. of shares % of total shares of the company
  At the beginning of the year

 

7391500 88.03 7391500 88.03
  Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase

/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

 

 

   No Change

 

No Change

 

No Change

 

 

No Change

  At the End of the year

 

7391500 88.03 7391500 88.03

 

 

  1. INDEBTEDNESS

Indebtedness oftheCompany including interestoutstanding/accrued butnotdueforpayment

  SecuredLoans excluding deposits Unsecured

Loans

Deposits Total

Indebtedness

Indebtednessatthe beginningofthefinancial year

 

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not

 

 

 

     

             —-

 

 

 

 

      —–

 

 

 

 

 

    —–

 

 

 

 

   ——

 

 

Total(i+ii+iii)

       
Change in Indebtedness during the financial year

–  Addition

–  Reduction

 

 

 

     
 

Net Change

       
Indebtedness  at the

end  of the financial year

 

i) Principal Amount

ii) Interest due but notpaid iii) Interest accrued but not due

       
 

Total (i+ii+iii)

       

 

 

  1. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
  2. RemunerationtoManagingDirector,Whole-timeDirectorsand/orManager

 

Sl. No. ParticularsofRemuneration NameofMD/WTD/ Manager Total

Amount

1. Gross salary

 

(a)Salaryasperprovisions containedinsection17(1) oftheIncome-taxAct,1961

 

(b)Valueofperquisitesu/s17(2)Income-taxAct,

1961

 

(c)Profitsinlieuofsalary undersection17(3)Income- taxAct,1961

 

         
2. StockOption

 

         
3. SweatEquity

 

         
4. Commission

–  as % of profit

–  others, specify…

 

         
5. Others, please specify

 

         
6. Total(A)

 

         
  CeilingaspertheAct

 

         

 

B.Remunerationtootherdirectors:

Sl. No. Particulars of Remuneration NameofMD/WTD/ Manager Total

Amount

  IndependentDirectors

·Feeforattendingboard committeemeetings

·Commission

·Others,pleasespecify

 

         
  Total(1)          
  OtherNon-ExecutiveDirectors

·Feeforattendingboard committeemeetings

·Commission

·Others,pleasespecify

 

         
  Total(2)          
  Total(B)=(1+2)          
  TotalManagerialRemuneration          
  OverallCeilingaspertheAct          

 

  1. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD
Sl. no. Particularsof

Remuneration

Key Managerial Personnel
    CEO Company

Secretary

CFO Total
1.                      Grosssalary

(a)Salaryasper provisions containedin section17(1)of theIncome-tax Act,1961

 

(b)Valueof perquisitesu/s

17(2)Income-tax

Act,1961

 

(c)Profits in lieu of salary under section

17(3)Income-tax

Act,1961

   

    1,20,000.00

   

1,20,000.00

2.                      StockOption        
3.                      SweatEquity        
4.                      Commission

–  as%of profit

-others,specify…

       
5.                      Others,please specify        
6.                      Total       1,20,000.00       1,20,000.00

 

 

  • PENALTIES/PUNISHMENT/COMPOUNDINGOFOFFENCES:
                        Type Section of the companies Act Brief description Details of Penalty/

Punishment/Compounding fees imposed

Authority[RD

/NCLT/Court]

Appeal made. If any(give details)
A.       Company
Penalty          
Punishment          
Compounding          
B.        Directors
Penalty          
Punishment          
Compounding          
C.        Other Officers In Default
Penalty          
Punishment          
Compounding          

 

 

For & on behalf of the Board of Directors

For A B C  Company Private Limited

 

 

 

 

Place: New Delhi                                           Madhwan Ambani                          Bhusan Mittal        

Date:  26.08.2016                                                           (Director)                                          (Director)                                                                                    DIN: 00185337                                   DIN: 00314681

Address:                    Prem Gali,         Address:           Kholi No. 420,

New Delhi-110 008                            New Delhi-110 008

 

 

 

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