DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2015-2016

To,

The Members,

Your directors have pleasure in presenting their ____ Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, ____.

FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)

During the year under review, performance of your company as under:

(Rupees in Lakhs)

Particulars	Year ended 31^st March 2016	Year ended 31^st March 2015
Turnover
Profit/(Loss) before taxation
Less: Tax Expense
Profit/(Loss) after tax
Add: Balance B/F from the previous year
Balance Profit / (Loss) C/F to the next year

The consolidated performance of the group as per consolidated financial statements is as under:

(Rupees in Lakhs)

Particulars	Year ended 31^st March 2016	Year ended 31^st March 2015
Turnover
Profit/(Loss) before taxation
Less: Tax Expense
Profit/(Loss) after tax
Add: Balance B/F from the previous year
Balance Profit / (Loss) C/F to the next year

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

Under this heading, a brief description of the nature of business of the company specifying growth in terms of volume of the key products/services of the company which covers the bulk of the operating profit.

It may also specify details of the operational highlights indicating the overall growth of the company and state any diversification if any made during the year. Company’s plan to venture in other segments may also be added.

CHANGE IN NATURE OF BUSINESS, IF ANY

The Board may provide details relating to change in the business carried on by the company or its subsidiaries. This shall also contain details pertaining to classes of business in which the company has an interest.

DIVIDEND

During the F.Y. 2015-16, the Company had declared an interim dividend of Rs ____ per equity shares of face value Rs ____ absorbing a sum of Rs ____. Your Directors are pleased to recommend a final dividend of Rs ____ per equity shares of face value Rs ____ which is provided for in the accounts absorbing a sum of Rs ____ if approved by the members in the ensuing Annual General Meeting.

However with the view to conserve the resources of company the directors are not recommending any dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION 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 Education 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 declared and paid last year.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided/proposed to carry Rs ____ to its reserves.

CHANGES IN SHARE CAPITAL, IF ANY

During the Financial Year 2015-16, the share capital of the Company has been increased from ____ to ____, pursuant to allotment of____ equity shares of Rs ____ each under Private Placement/Preferential allotment/Rights issue /Employee Stock Option Scheme of the Company.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

Details to be given as stated in Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014) for the Financial Year in which such issue was completed.

PARTICULARS OF EMPLOYEES

The Company did not employ any such person whose particulars are required to be given under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

or

The particulars of employees drawing a specified remuneration which are required to be given under under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are furnished in Annexure …. and attached to this report.

or

The table containing the names and other Particulars of employees of the Company in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended as Annexure ____of the Board’s report.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

Details to be given as stated in Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

In case sweat equity shares have been issued during the Financial Year, details as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014) are to be given.

DISCLOSURE REGARDING 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.

DISCLOSURE REGARDING 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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure A”.

NUMBER OF BOARD MEETINGS

During the Financial Year 2015-16, The Board of Directors of your Company, during the period under review met _____ (in words) times on ^{______________}, 2015, _____________, 2015, ______________, 2015 and ^{________________}, 2016.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Complete details of LGSI covered under Sec 186 of CA, 2013. A suggestive format is provided below to provide the required details:

DETAILS OF LOANS:

Sr. No	Date of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which it is given	Date of BR	Date of SR (if required)	Rate of Interest	Security

Details of Loans, Guarantees and Investments covered under the

provisions of Section 186 of the Companies Act, 2013 are given in the

notes to the Financial Statements.

DETAILS OF INVESTMENTS:-

Sr. No	Date of investment	Details of Investee	Amount	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of BR	Date of SR (if reqd)	Expected rate of return

DETAILS OF GUARANTEE / SECURITY PROVIDED:

Sr. No	Date of providing security/guarantee	Details of recipient	Amount	Purpose for which thesecurity / guarantee is proposed to be utilized by the recipient	Date of BR	Date of SR (if any)	Commission

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2015-16 in the prescribed format, AOC 2 has been enclosed with the report.

All related party transactions pursuant to section 188 (1) of the Companies Act, 2013, that were entered during the financial year were in the ordinary course of the business of the Company. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Since there were no related party transaction during the year under review except in the ordinary course of business, form AOC-2 as prescribed under section 134(3)(h) of the Companies Act, 2013 is not applicable to the Company.

AUDITOR'S REPORT

The observations of the Statutory Auditors in their report, read with the relevant notes to the financial statement are self explanatory.

EXPLANATION TO AUDITOR’S REMARKS

Explanation or comment by the Board on every qualification, reservation, adverse remark or disclaimer made by the statutory auditor in his report and/or by the secretarial auditor in the secretarial Audit Report.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Details regarding any material changes / events, if any, occurring after balance sheet date till the date of the report to be stated.

No material changes and commitments have occurred between the end of financial year of the company and the date of this report affecting the financial position of the Company as at March 31, 2016.

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

Considering the nature of the business of the Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, during the year under review. There were no Foreign Exchange Earnings & outgo.

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

Conservation of Energy:

Steps taken for conservation
Steps taken for utilizing alternate sources of energy
Capital investment on energy conservation equipments

Technology Absorption:

Efforts made for technology absorption
Benefits derived
Expenditure on Research & Development, if any
Details of technology imported, if any
Year of import
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place, if any

Foreign Exchange Earnings/ Outgo:

Earnings
Outgo

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The names of each of the companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year along with the details of their performance and financial position, to be mentioned separately.

For Listed Companies, weblink of Policy determining ‘material’ subsidiaries to be provided.

There is no holding and Subsidiary of the Company.

RISK MANAGEMENT POLICY

A statement indicating the development and implementation of the risk management policy of the company, identifying the elements of risks, if any, which in the opinion of the board, may threaten the existence of the company.

Moreover, in case the Company has constituted a risk management committee, then the constitution and the terms of reference of the same to be disclosed.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in the Directors of the Company. Mr. ___________ and Mrs. _____________ continue to be the Directors of the Company.

Details of Directors and KMP appointed or resigned during the year. Provide Details

Details of directors retiring by rotation in the ensuing Annual General Meeting.

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.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.’

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT

Detailed reasons for voluntary revision of Financial Statements or Board’s Report in respect of any of the 3 preceding financial years’ to be disclosed. (However, this section is not yet enforced)

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

ICAI guidance note on adequacy on internal financial controls with reference to financial statements can be referred for this purpose, follow the link for the same http://icai.org/new_post.html?post_id=11531&c_id=219

DEPOSITS

The following details of deposits, covered under Chapter V of the act:

Deposits Accepted during the year;

Remained unpaid or unclaimed as at the end of the year;

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-
1. At the beginning of the year;
2. Maximum during the year;
3. At the end of the year;

The details of deposits which are not in compliance with the requirements of Chapter

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM IT HOLDING OR SUBSIDIARY

Disclosure about receipt of any commission by MD / WTD from a Company and/or receipt of commission / remuneration from it Holding or Subsidiary to be provided.

DECLARATION BY INDEPENDENT DIRECTOR

Declaration to affirm the points given u/s 149(6) of CA, 2013 [applicable to Listed and Select Public Cos)

The Independent Directors have submitted their disclosures to the Board that they fulfil 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.

RE-APPOINTMENT OF INDEPENDENT AUDITOR

Details about re-appointment of ID after expiry of one term of 5 years.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report in prescribed format MR 3 given by a PCS to be annexed to the Board Report. [Applicable to every listed company and select public companies]

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Composition of CSR committee, the details about the policy developed and implemented by the company to be provided as per the prescribed format under Companies (Corporate Social Responsibility Policy) Rules, 2014, annexed below.

Or

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

or

The Company has made the relevant provisions for CSR activities in the Books of Accounts and has deposited the money in a separate 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.

AUDIT COMMITTEE

Details about composition of the Audit Committee along with its terms of reference to be provided in brief. Details about non acceptance of recommendations, if any, of the Audit Committee by the BoD along with reasons therefor [Applicable to every listed company and select public companies]

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

To be complied by every listed company and every other public company having paid up capital of Rs 25 crores or more calculated at the end of the preceding Financial Year.

NOMINATION & REMUNERATION COMMITTEE POLICY

Details pertaining to constitution of the Committee and its terms of reference in brief to be provided

The key points of the Policy formulated by NRC on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as specified u/s 178(3) of the CA, 2013 to be disclosed. [Applicable only to Listed Companies and select public companies]

LISTING AGREEMENT COMPLIANCE:

The Company shall disclose the criteria for performance evaluation as laid down by NRC, in the Board Report

Further, Weblink of familiarization programme undertaken for Ids

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM

Details about establishment of vigil mechanism for directors and employees to report their genuine concerns or grievance to be provided [Applicable to every listed company and select public companies]

CORPORATE GOVERNANCE

The company shall obtain a Certificate/Report from either the auditors or practicing company secretaries regarding compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and annex the Certificate/Report on Corporate Governance with the Board’s Report. This Certificate/Report shall also be sent to the Stock Exchanges, where the shares of the Company are listed, along with the annual report filed by the company. (Applicable to equity listed companies)

Declaration by CEO/CFO that the Board Members and SMPs have complied with the Code of Conduct.

MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are be made in the Board’s Report. (Applicable to listed companies)

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The number of cases filed, if any, during the Financial Year and their disposal under the Act

FRAUD REPORTING (REQUIRED BY COMPANIES AMENDMENT BILL, 2014)

Details regarding fraud which have been reported to the Audit Committee / Board but not to CG have to be disclosed.

STATUTORY AUDITORS

Details about Statutory Auditors of the company, any change made during the year, whether existing auditor(s) is/are eligible for re-appointment, etc

At the AGM held on __________, 2016, M/s. __________, Chartered Accountants (ICAI Registration No. __________), were appointed as the Statutory Auditors of the Company to hold office until the conclusion of the AGM to be held in the calendar year 2019. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every AGM. Accordingly, the appointment of M/s. __________________, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders in the ensuing AGM.

In this regard, the Company has obtained a written consent under Section 139 of the Companies Act, 2013 from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

COST AUDITORS

Prudent to disclose details about appointment of Cost Auditor.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report [Applicable to listed companies]:

The Management Discussion and Analysis should include discussion on the following matters within the limits set by the company’s competitive position:

Industry structure and developments.
Opportunities and threats.
Segment-wise or product-wise performance.
Outlook.
Risks and concerns.
Internal control systems and their adequacy.
Discussion on financial performance with respect to operational performance.
Material developments in Human Resources / Industrial Relations front, including number of people employed.

Senior management shall make disclosures to the board relating to all material financial and commercial transactions, where they have personal interest, that may have a potential conflict with the interest of the company at large (for e.g. dealing in company shares, commercial dealings with bodies, which have shareholding of management and their relatives etc.)

Explanation: For this purpose, the term "senior management" shall mean personnel of the company who are members of its core management team excluding the Board of Directors). This would also include all members of management one level below the executive directors including all functional heads.

The Code of Conduct for the Board of Directors and the senior management shall be disclosed on the website of the company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

in the preparation of the annual accounts for the financial year ended 31st March, 2016, 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 as at 31st March, 2016 and of the profit /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 the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

the directors had prepared the annual accounts on a going concern basis;

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. [List of laws applicable to the company may be mentioned here]

[additional point in case of Listed Entities] - the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

ACKNOWLEDGMENT

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support and also various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them.

Registered Office _________________, City : Pin Code : State : CIN: _______________________ Contact No. :______________ ________________ E-mail : __________________	By Order of the Board of Directors ______________ ______________ Director Director DIN: ________ DIN: ___________
Place: ___________ Date: ______________-, 2016

Thanks & Regards,

CS Meetesh Shiroya

Corporate Updates

Wednesday 17 August 2016

DRAFT DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2015-2016