SPYKAN: Directors' Report Format

Following is the format is given to prepare the Directors' Report along with the Notice of Annual General Meeting:

Letterhead

Notice of Annual General Meeting

NOTICE is hereby given that the 13^th Annual General Meeting of the Members of the Company will be held on DATE at 2:00 p.m. at registered office of the Company at ADDRESS to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Profit and Loss Account of the Company for the financial year ended 31.03.2015 and the financial statement on that date together with the Reports of Directors and Auditors thereon.

2. To appoint auditors to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting of the Company to be held in Calendar year 2020 at the remuneration to be fixed by the Board of Directors of the Company.

By order of the Board

For COMPANY

Place: (DIRECTOR)

Dated: Director

(DIN:)

NOTES:

1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on poll instead of himself and such proxy need not be member of the company.

2. The proxy form duly completed in all respect shall be deposited at the registered office of the company not later than 48 hours before the time of appointment for holding the annual general meeting.

By order of the Board

For E-Square Alliance Pvt. Ltd.

Place: New Delhi (Upendra Gulati)

Date: 02.09.2015 Director

(DIN: 01455622)

By order of the Board

For COMPANY

Place: (DIRECTOR)

Dated: Director

(DIN:)

Letterhead

DIRECTORS’ REPORT

The Members

Your Directors have pleasure in submitting their 13^th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015

A. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year’s figures is given here under:

(Rs. In Lac)

	31.03.2015	31.03.2014
Sales and other Income	1,958.01	2,036.85
Profit before Depreciation and Tax	88.31	82.41
Depreciation	20.74	6.99
Profit before Tax	67.57	75.42
Provision for Taxes	23.85	24.38
Provision for Deferred Tax (Current)	(3.25)	0.85
Profit after Taxes	46.97	50.19
Previous years adjustments	--	--
Surplus for the year	46.97	50.19
Dividend including dividend tax	--	--
Transfer to General Reserve	--	--
Surplus Brought Forward	216.42	125.63
Surplus Carried Forward	263.39	216.42

2. DIVIDEND

During the current financial year no dividend was declared by the Company.

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as dividend was not declared and paid during the last year.

Cont…2…

...2…

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company achieved Total Revenue of Rs. 1,958.01 Lac. As compared with the immediately preceding previous year the total revenue has decreased by 3.87%.

During the year the Company achieved a Profit before Tax of Rs. 67.57 Lac in comparison to Profit of Rs. 75.42 Lac in the immediately preceding previous year

During the year the Company achieved a Profit after Tax of Rs. 46.97 Lac in comparison to Profit of Rs. 50.19 Lac in the immediately preceding previous year

5. There was no material changes and commitment affecting the financial position of the company after the close of the financial year to the date of this report

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

The disclosure of particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to section 134 of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is as under :

a. Conservation of energy, Technology Absorption, Innovation and Research & Development:

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable

b. Foreign exchange earnings and outgo:

i) Total foreign exchange earnings during the year Rs. 10,26,02,988/-

ii) Total foreign exchange outgo during the year Rs. 97,68,618/-

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

8. The provisions of Companies Act 2013 regarding Corporate Social Responsibility (CSR) are not applicable to the company

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

Cont…3…

...3…

10. There was no contract or arrangements made with related parties as defined u/s 188 of the Companies Act, 2013 during the year under review.

11. There was no qualification, reservations or adverse remarks or disclaimer made by the Auditors in their report.

12. 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 ‘A’ attached to this Report.

13. The Company had 4 Board meetings during the financial year under review.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Company do not have any Subsidiaries, joint ventures and associate companies

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

17. There was no change in the Directors of the company

Cont…4…

…4…

18. STATUTORY AUDITORS

M/s………, Chartered Accountants (FRN: …..), is to be appointed for 5 years subject to ratification in every AGM. The Company has received a certificate from the 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.

19. SHARES

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

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

c. No Bonus Shares were issued during the year under review.

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

20. 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

NAME1 NAME2

(Director) (Director)

(DIN:) (DIN: )

Dated:
Place:

Enclosure: Annexure ‘A’

Cont...5...

…5…

Annexure – ‘A’

Form No. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.03.2015

[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	No
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any	N/A

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:-

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

1	Safety Products	47599	100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The company does not have any holding, subsidiary and associate companies

Cont…6…

…6…

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
Category of Shareholders	D-mat	Physical	Total	% of Total Shares	D-mat	Physical	Total	% of Total Shares	% Change during the year
A. Promoter
1) Indian
a) Individual/ HUF	--	81,500	81,500	100	--	81,500	81,500	100	--
b) Central Govt.
c) State Govt.(s)
d) Bodies Corp
e) Banks / FI
f) Any Other
2) Foreign
B. Public Shareholding
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C)	--	81,500	81,500	100	--	81,500	81,500	100	--

ii. Shareholding of Promoters

Sr. No	Shareholder’s Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in share holding during the year
Sr. No	Shareholder’s Name	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 holding during the year
1.	Nalini Gulati	17,000	20.86	--	17,000	20.86	--	--
2. 4.	Upendra Gulati	64,500	79.14	--	64,500	79.14	--	--
	Total	81,500	100	--	81,500	100	--	--

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

	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	81,500	100	81,500	100
Changes during the year	No Change
At the End of the year			81,500	100

Cont…7…

…7…

V. INDEBTEDNESS

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

{Rs. In Lac}

	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 paid	23.70	225.56	--	249.26
Total (i+ii+iii)	23.70	225.56	--	249.26
Change in Indebtedness during the financial year - Addition/Reduction	(9.16)	--	--	(9.16)
Net Change	(9.16)	--	--	(9.16)
Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not paid	14.54	225.56 -- 2.19	--	240.10 -- 2.19
Total (i+ii+iii)	14.54	227.75	--	242.29

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

{Rs. In Lac}

S. No.	Particulars of Remuneration	Name of MD/WTD/ Manager		Total Amount
S. No.	Particulars of Remuneration	NAME1	NAME2	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 u/s 17(3) Income- tax Act, 1961	48.00 -- --	30.00 -- --	78.00 -- --
2.	Stock Option	---	--	--
3.	Sweat Equity	--	--	--
4.	Commission - as % of profit - others, specify	--	--	--
5.	Others, please specify	--	--	--
6.	Total (A)	48.00	30.00	78.00
	Ceiling as per the Act

Cont…8…

…8…

B. Remuneration to other directors:

S. No.	Name	Commission	Sitting Fee	Total
1.	Independent Directors	--	--	--
	Total (1)	--	--	--
2.	Other Non-Executive Directors	--	--	--
	Total (2)	--	--	--
	Grand Total (B)=(1+2)	--	--	--

C. Remuneration to Key Managerial Personnel Other Than MD /Manager /WTD

S. No.	Particulars of Remuneration	Key Managerial Personnel
S. No.	Particulars of Remuneration	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 u/s 17(3) Income-tax Act, 1961	--	--	--	--
2.	Stock Option	--	--	--	--
3.	Sweat Equity	--	--	--	--
4.	Commission - as % of profit - others, specify	--	--	--	--
5.	Others, please specify	--	--	--	--
6.	Total	--	--	--	--

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There was no case of any penalties/punishment/compounding of offences

For and on behalf of the board of directors

NAME1 NAME2

(Director) (Director)

(DIN:) (DIN: )

Dated:
Place:

TO DOWNLOAD THE FORMAT IN WORD CLICK HERE

SPYKAN

Friday 26 February 2016

Directors' Report Format

No comments:

Post a Comment