DRAFT BOARD REPORT UNDER COMPANIES ACT 2013

DRAFT BOARD REPORT

To the Members,

Your Directors have pleasure in submitting their …… Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1.FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous years figures are given hereunder :

Particulars For the Year ended	For the year ended                                         (Amount in ‘000’)	For the year ended                                         (Amount in ‘000’)
Net Sales /Income from Business Operations
Other Income
Total Income
Less Interest
Profit before Depreciation
Less Depreciation
Profit after depreciation and Interest
Less Current Income Tax
Less Previous year adjustment of Income Tax
Less Deferred Tax
Net Profit after Tax
Dividend (including Interim if any and final )
Net Profit after dividend and Tax
Amount transfered to General Reserve
Balance carried to Balance Sheet
Earning per share (Basic)
Earning per Share(Diluted)

2. DIVIDEND

In the month of …………the Company declared an Interim Dividend of Rs……per share . Your Directors are pleased to recommend a final dividend of Rs……per share aggregating to Rs…..per share (both inclusive interim and final) for the current financial year. The dividend if approved and declared in the forthcoming Annual General meeting would result a total Dividend outflow of Rs………and Dividend Distribution Tax of Rs…… aggregating a total outflow of Rs…………..

or

Your Directors are pleased to recommend a dividend of Rs…per share aggregating to Rs…..per share for the current financial year. The dividend if approved and declared in the forthcoming Annual General meeting would result a Dividend outflow of Rs………and dividend Distribution Tax of Rs…… aggregating a total outflow of Rs…………..

or

No Dividend was declared for the current financial year due to conservation of Profits/due to loss incurred by the Company /due to insufficient profit.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year…………is due for remittance on…………..to the Investor Eduction and Protection Fund established by the Central Government.

or

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

or

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend dlclared and paid last year.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Production and Profitability

b. Sales

c. Marketing and Market environment

d. Future Prospects including constraints affecting due to Government policies

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH 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

or

The following material changes and commitment occurred during the year under review affecting the financial position of the Company.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure…….and is attached to this report.

or

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

or

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. The toal Foreign Exchange Inflow was Rs…………….and Outflow was Rs…………………..during the year under review.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has adopted the following measures concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks which in the opinion of the Board may threaten the very existence of the Company itself.

a.

b.

c.

d.

or

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

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

or

The Company has developed and implemented the following Corporate Social Responsibility initiatives during the year under review.

The Annual Report on Company’s CSR activities of the Company is furnished in Annexure…. and attached to this report.

or

The Company has made the relevant provisions for CSR activities in the Books of Accounts and has deposited the money in a seperate Bank Account. The Company shall find out ways and means to spend the same in the coming months and shall submit the relevant report in the ensuing year. The Company could not spend the money before finalising this report as the time was too short to identify suitable projects for spending the same.

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

The particulars of Loans, guarantees or investments made under Section 186 is furnished in Annexure …..and is attached to this report.

or

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 is furnished in Annexure…..and is attached to this report.

or

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.

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report in not applicable to the Company .

or

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

or

The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors in their report are furnished Annexure … and is attached to this report. The provisions relating to submission of Secretarial Audit Report in not applicable to the Company.

or

The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors and the Practicing Company Secretary in their respective reports are furnished Annexure …. and ….  are attached to this report.

or

The explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors in their report are furnished Annexure …. and is attached to this report. There was no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report.

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

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

or

The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure …. and  is attached to this report

13. ANNUAL RETURN

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

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had ……Board meetings on……… , ……… , ………during the financial year under review.

15. DIRECTORS RESPONSIBILITY STATEMENT

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

(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.- Not applicable to Private Limited Company.

Internal financial control 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.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company .

or

The details of financial performance of Subsidiary/ Joint Venture/Associate Company is furnished in Annexure …. and attached to this report.

17. DEPOSITS

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

or

The details of deposits accepted/renewed during the year under review are furnished hereunder

SL.NO PARTICULARS AMOUNT IN RS

a) Amount accepted during the year

b) Amount remained unpaid or unclaimed

as at the end of the year

c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved

i) at the beginning of the year

ii) maximum during the year

iii) at the end of the year

18. DIRECTORS

There was no Director who got reelected/reappointed during the year under review

Mr………………who was appointed as Additional Director on …………….and holds the said office till the date of the Annual General Meeting. A notice has been received from a member proposing his candidature for his reappointment.

or

Mr……………and Mr………………….retire at this Annual General Meeting and being eligible offer themselves for re election.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

or

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

20. STATUTORY AUDITORS

M/s __________________, Chartered Accountants, ……………… were appointed as  Statutory Auditors for a period of ……….years in the Annual General Meeting held on………… Their continuance  of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

21. RISK MANAGEMENT POLICY

The Statement showing the details regarding the development and implementation of Risk Management Policy of the Company is furnished in Annexure…. and attached to this report . The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

or

The Audit Committee consists of the following members

a.

b.

c.

The above composition of the Audit Committee consists of independent Directors viz., Mr……………… and Mr………….. who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

23. SHARES

a. BUY BACK OF SECURITIES

The Company has bought back …………..equity shares of Rs…..each for a total consideration of Rs……………in accordance with the provisions of Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014. The said buy back of shares constituted ……% of the total paid up Capital and free reserves.

or

The Company has not bought back any of its securities  during the year under review.

b. SWEAT EQUITY

The Company has issued ……….Equity of Shares of Rs…..each as Sweat Equity in accordance with the provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules, 2014

or

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

The Company has issued ……shares of Rs………as Bonus Shares to the existing shareholders of the Company in the proportion of …….share for every…….shares held in accordance with the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies(Share Capital and Debentures), Rules 2014.

Or

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company had issued ……….Equity Shares of Rs.10/- aggregating to Rs……………under the Employees Stock Option Plan during the year under review .

or

The Company has not provided any Stock Option Scheme to the employees.

24. ACKNOWLEDGEMENTS

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 AND ON BEHALF OF THE BOARD OF DIRECTORS

Director                                                 Director

Date:

Place:

Annual Return Extracts in MGT 9

                                                  ANNEXURE - I

Form No. MGT-9

       EXTRACT OF ANNUAL RETURN

as on the financial year ended on______________________________

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)   CIN:-

ii)  Registration Date

iii) Name of the Company

iv) Category / Sub-Category of the Company

v)   Address of the Registered office and contact details

vi) Whether listed company                   Yes / No

vii)   Name, Address and Contact details of Registrar and Transfer Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

SI. No.	Name and Description            of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1
2
3

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. NO	NAME AND ADDRESS OF THE COMPANY	CIN/GLN	HOLDING/ SUBSIDIARY / ASSOCIATE	% of shares held	Applicable Section
1
2

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total  Equity)

i) Category-wise Share 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
	Demat	Phys	Tota	% of	Dem	Phy	Total	% of
		ical	I	Total	at	sica		Total
				Shares		I		Shares
A.Promoters
(1) Indian g)     Individual/
HUF h)    Central
Govt i)      State Govt(s) j)      Bodies
Corp. k)     Banks / FI
I)                          Any
Other....
Sub-total
(A) (1):-
(2) Foreign

a) NRIs -Individuals b) Other -Individuals c) Bodies Corp. d) Banks / FI e) Any Other....
Sub-total
(A) (2):-
Total shareholdingof
Promoter
(A) =
(A)(1)+(A)(2)
B. Public
Shareholding
1.
Institutions a) Mutual
Funds b)  Banks / FI c)  Central
Govt d)  StateGovt
e)  Venture
Capital
Funds f)   Insurance
Companies g)   FIIs h)   Foreign
Venture
Capital

Funds i)                       Others (specify) Sub-total (B)(1):- 2. Non-
Institutions a) Bodies
Corp. i) Indian ii)    Overseas b) Individuals i)   Individual shareholders holding nominal share capital upto
Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Others (specify)
Sub-total
(B)(2):-
Total Public
Shareholding
(B)=(B)(1)+
(B)(2)
C. Shares held by
Custodian for
GDRs & ADRs
Grand Total
(A+B+C)

(ii)Shareholding of Promoters

S.No.	Sharehold er's Name	Shareholding at the beginning of the year			Share holding 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 share holdingduring the year
1
2
3
	Total

(iii) Change in Promoters' Shareholding ( please specify, if there is no change)

SI. 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
	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): At the End of the year

(iv)   Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

SI. No.		Shareholding at the beginning of the year		Cumulative Shareholding during the year
	For Each of the Top 10 Shareholders	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year
	Date wise Increase / Decrease in Share holdingduring the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
	At the End of the year ( or on the date of separation, if separated during the year)

(v)   Shareholding of Directors and Key Managerial Personnel:

SI.

Shareholding at the

Cumulative Shareholding

No.		beginning of the year		during the year
	For Each of the Directors and KMP	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year
	Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
	At the End of the year

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year i)  Principal Amount ii)     Interest due but not paid iii) Interest accrued but not

due
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 not paid iii) Interest accrued but not due
Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SI. no.	Particulars of Remuneration	Name of MD/WTD/ Manager				Total Amount
		----	---	---	----
1.	Gross salary (a)  Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b)  Value of perquisites u/s 17(2) Income-tax Act, 1961 (c)  Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2.	Stock Option
3.	Sweat Equity
4.	Commission -         as % of profit -         others, specify...
5.	Others, please specify
	Total (A)
	Ceiling as per the Act

B. Remuneration to other directors:

SI. no.	Particulars of Remuneration	Name of Directors				Total Amount
	3. Independent Directors ·      Fee for attending board committee meetings ·      Commission ·      Others, please specify
	Total (1)
	4. Other Non-Executive Directors ·      Fee for attending board committee meetings ·      Commission ·      Others, please specify
	Total (2)
	Total (B)=(1+2)
	Total Managerial Remuneration
	Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SI. no.	Particulars of Remuneration	Key Managerial Personnel
		CEO	Company Secretary	CFO	Total
1.	Gross salary (a)    Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b)   Value of perquisites u/s 17(2) Income-tax Act, 1961 (c)    Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2.	Stock Option
3.	Sweat Equity
4.	Commission -                   as % of profit - others, specify...
5.	Others, please specify
	Total

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of	Brief	Details of	Authority	Appeal
	the Companies	Description	Penalty / Punishment/	[RD / NCLT / COURT]	made, if any
	Act		Compounding fees imposed		(give Details)

A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C.                                                                                                                            OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding