Director Report Format

Sample / Templates/ Examples of Directors’ Report/Notice for Private / Public Limited Companies in India as per Companies Act & Rules in word/ .doc /.pdf for 2012-2013 & 2013-2014 to be signed by Chairman of Board of Directors

DIRECTORS’ REPORT

TO THE MEMBERS

Your Directors are happy to present the 35th Annual Report with the Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS

                                                                                                      (Rs. in lacs)

	2013-14	2012-13
Turnover	-	-
PBDIT	-	-
Interest	-	-
Depreciation	-	-
PBT	-	-
Provision for Taxation (Net)	-	-
Provision for FBT	-	-
Deferred Tax	-	-
PAT	-	-
Appropriations	-	-
Surplus b/f for previous year	-	-
Profit available for appropriation	-	-
Proposed Dividend	-	-
Tax on Dividend	-	-
General Reserve	-	-
Surplus carried to Balance Sheet	-	-

DIVIDEND

The Board is pleased to recommend its maiden Dividend of Rs._____ per equity share i.e __%  on the face value of the equity share of Rs.10/- each.

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at Rs.___________/- (as on 31.3.2013 at Rs.------/-) after the appropriations mentioned above.                     

PERFORMANCE

During the year under review the Company has generated profit after tax of   Rs.______ lacs, a decrease / increase of _____ % as compared to last year.

BUSINESS OPERATION

During the year ender review there is no significant change in operating performance as compared to the previous year in terms of sales, productivity and product mix. In view of tremendous competition and increase in cost of production there has been marginal / substantial increase / fall in the operating profit.

TECHNOLOGY UPGRADATION

To meet the growing need of the market your company is constantly endeavoring to modernise  the plant. During the financial year under review the company has invested Rs…..  Crore for technology upgradation and enhancement of capacity. Negotiation has been going on with TRL Technology China

LISTING WITH THE STOCK EXCHANGES

The Company is listed with The National Stock Exchange of India Ltd and Bombay Stock Exchange Limited.  The annual Listing Fee to both the stock exchanges has been paid on

DEPOSITS

The Company does not have any matured unclaimed deposit as on 31.03.2014.

 

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956 with respect of Directors’ responsibility, it is hereby confirmed –

i)              That in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii)             That the directors had selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period;

iii)            That 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;

iv)           That the directors had prepared the annual accounts on a going concern basis.

 

DIRECTORS

Shree Amir Khan retire by rotation in the forthcoming Annual General Meeting and being eligible, offer himself for re-election. The company has received a notice under section 257 of the companies Act, 1956 proposing appointment of Shri Anil Kapoor as Director of the company. The Board recommends his appointment as Director.

AUDITORS

M/S. ABC Audit Co., Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and are eligible for re-appointment.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your Company has taken proactive actions in the last few years which have reflected substantial reduction in power consumption.  During the year under review, power consumption has come down from --- units/MT in the previous year to --- units/MT during the year under review.

Energy conservation measures, to the extent feasible, within the available means of the Company received top priority from the Management of your Company.  No specific investment proposals are envisaged.  However, implementations of specific Energy Conservation measures which may be useful in the prevailing condition are under study.

Form ‘A’ of Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not required to be filed as our industry is not included in the Schedule to the Rules.

Technology Absorption:

Your Company prefers to utilise the R & D facilities available with it and accordingly it has not imported any technology for a considerable time. However negotiation is going on with TRL Technologies Ltd., China for development of a cost effective HRC & Galvanized CRC with the technology to be offered by the TRL.

R & D is done on continuous basis in various departments of the Company and no separate record is maintained for the expenditure incurred under this head.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange earnings in any manner during the year under review. However the total outgo of foreign exchange during the year under review is Rs.______/-

 

CORPORATE GOVERNANCE

In terms of clause 49 of the Listing Agreement, the Company has implemented the Code of Corporate Governance and a separate section has been included in this report. The report on Corporate Governance and the declaration by the Managing Director in respect of Code of Conduct for all Board Members and Senior Management personnel and the certificate issued by M/s. ABC Audit Co., statutory auditors of the company in confirmation of the compliance as per requirement of clause 49 of the Listing Agreement with the stock exchanges have been set out in Annexure I.

MANAGEMENT DISCUSSION & ANALYSIS

Management discussion and analysis have been appended to this report in terms of the Listing Agreement and marked Annexure II.

DEMATERIALIZATION OF THE SHARES OF THE COMPANY

Trading in shares of the Company has been compulsorily in dematerialized _______ by all investors as per directives given by SEBI. Accordingly the Equity Shares of the Company are available for dematerialization under ISIN INE ---------- with CDSL and NSDL.

EMPLOYEES

The Company has no employee in respect of whom information under Section 217 (2A) of the Companies Act, 1956 is required to be annexed.

 

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep appreciation for the whole-hearted and sincere co-operation the Company has received from the statutory authorities, banks, financial Institution, stake holders and customers.

Your Directors also wish to thank all the employees for their dedicated and committed service to the Company.

                                                                                For and on behalf of the Board of Directors

Mumbai : ______                                                   

The ___________, 2014                                                                  Chairman