FORMAT OF DIRECTORS’ REPORT – mycsOnline
SMALL COMPANY & OPC
The Director’s Report is one of the most important annual documents prepared by every company, summarizing its performance, compliance status, and major developments during the financial year.
This particular draft has been carefully structured for Small Companies and One Person Companies (OPCs) to help them meet the requirements of Rule 8A of the Companies (Accounts) Rules, 2014 — which specifically governs the contents of a Board’s Report for such entities.
Over the years, the Ministry of Corporate Affairs (MCA) has simplified filing procedures by linking the Director’s Report with Form AOC-4. However, certain disclosures in the e-form do not cover all the points required under the law. To avoid confusion, this draft bridges both formats and ensures complete coverage of the statutory disclosures.
In simple terms, this version clarifies:
- Which items of the e-Director’s Report do not apply to Small Companies; and
- Which mandatory statements or details must still be added manually under Point 24 of the linked filing.
This ready-to-use draft aims to help company owners, directors, and professionals prepare a complete and compliant Director’s Report without missing any crucial disclosure — keeping the process simple, practical, and aligned with the latest Companies Act, 2013 provisions.
Director Report Draft
(For the Financial Year Ended March 31, 2025)
To,
The Members,
(Name of the Company)
Your Directors are pleased to present the (No. of AGM) Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2025. The Report provides an overview of the business performance, operational highlights, and statutory disclosures in accordance with the Companies Act, 2013, and the rules made thereunder.
1. FINANCIAL SUMMARY
(Rule 8A(g) of the Companies (Accounts) Rules, 2014)
The financial performance of the Company for the financial year ended March 31, 2025, is summarised below:
| Particulars | FY 2023-24 | FY 2024-25 |
| Revenue from Operations | ||
| Other Income | ||
| Total Income | ||
| Profit Before Tax | ||
| Less: Current Tax | ||
| Deferred Tax | ||
| Profit After Tax | ||
| Add: Balance in Profit & Loss Account (Opening) | ||
| Closing Balance carried to Balance Sheet |
Your Company continued to maintain financial stability and ensure prudent management of resources. Despite macroeconomic challenges, the focus on operational efficiency and cost optimization contributed positively to the results.
2. STATE OF AFFAIRS / BUSINESS OPERATIONS
(Rule 8A(f) of the Companies (Accounts) Rules, 2014)
a) The Company is engaged in the business of ________________________.
b) During the financial year, there was no change in the nature of business activities.
c) The management continued to emphasize customer satisfaction, compliance, and long-term sustainability.
d) There was no change in the share capital, registered office, or financial structure during the year, except as mentioned elsewhere in this report.
e) Any major business development, strategic partnership, or expansion (if any) can be disclosed here.
Your Directors remain committed to enhancing the overall operational efficiency and exploring new opportunities aligned with the Company’s objectives.
3. WEB LINK OF ANNUAL RETURN
(Rule 8A(a) of the Companies (Accounts) Rules, 2014)
Pursuant to Section 92(3) of the Companies Act, 2013, the Company has placed its Annual Return on its official website:
🔗 www.examplecompany.in/annual-return
If the Company does not have a website, this clause may be stated as:
“The Company does not maintain a website. Accordingly, the requirement of publishing the Annual Return under Section 92(3) is not applicable.”
4. MEETINGS OF THE BOARD OF DIRECTORS
(Rule 8A(b) of the Companies (Accounts) Rules, 2014)
During the financial year 2024–25, (No. of meetings) meetings of the Board of Directors were convened and held on the following dates:
| Date of Meeting | Total No. of Directors | Directors Attended | % Attendance |
| DD/MM/YYYY | |||
| DD/MM/YYYY |
The intervening gap between two meetings did not exceed the prescribed limit under Section 173 of the Companies Act, 2013. The Board also complied with applicable Secretarial Standards (SS-1) relating to Board meetings.
5. FRAUD REPORTED BY AUDITORS
(Rule 8A(d) of the Companies (Accounts) Rules, 2014)
The Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013. The Board of Directors further confirms that adequate internal control systems are in place to detect and prevent such occurrences.
6. BOARD’S COMMENTS ON THE AUDITOR’S REPORT
The Auditor’s Report on the financial statements for FY 2024–25 does not contain any qualification, reservation, adverse remark, or disclaimer. The Board appreciates the Auditor’s cooperation and has taken note of their observations.
7. MATERIAL CHANGES AND COMMITMENTS
(Rule 8A(h) of the Companies (Accounts) Rules, 2014)
There were no material changes or commitments affecting the financial position of the Company between the close of the financial year and the date of this report.
If applicable, details of significant post-balance-sheet developments such as expansion, merger, or litigation should be disclosed here.
8. CHANGES IN DIRECTORSHIP
(Rule 8A(i) of the Companies (Accounts) Rules, 2014)
There was no change in the constitution of the Board during the year. The Board continues to comprise experienced professionals providing strategic guidance and oversight.
If changes occurred, mention:
“During the year, Mr./Ms. ___________ (DIN ________) was appointed/resigned as Director w.e.f. ___________.”
9. SIGNIFICANT ORDERS OF REGULATORS OR COURTS
(Rule 8A(j) of the Companies (Accounts) Rules, 2014)
No significant or material orders were passed by the regulators, courts, or tribunals that could impact the Company’s going concern status or future operations.
If any such order exists, provide a summary and attach it as Annexure–A.
10. RELATED PARTY TRANSACTIONS (RPTs)
(Section 188 of the Companies Act, 2013)
All related party transactions entered during the financial year were at arm’s length and in the ordinary course of business. No material contracts or arrangements were entered into that require disclosure in Form AOC-2.
Details of related party transactions are disclosed in Note No. ___ of the financial statements in compliance with Accounting Standard–18 / Ind AS–24.
11. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all applicable Secretarial Standards, namely SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Act.
12. LOANS, GUARANTEES, AND INVESTMENTS
(Section 186 of the Companies Act, 2013)
The Company has not made any investments, given any loan, or provided any guarantee/security during the year.
If any loan was given, mention that proper entries were made in the register maintained under Section 186 and requisite approvals were obtained.
13. AUDITORS
(Section 139 of the Companies Act, 2013)
The Members of the Company had appointed M/s. [Auditor Name], Chartered Accountants (FRN: XXXXX) as the Statutory Auditors of the Company to hold office until the conclusion of the ___ Annual General Meeting.
The Auditors have expressed their willingness for reappointment and confirmed that they satisfy the criteria prescribed under Section 141 of the Companies Act, 2013.
14. DIRECTORS’ RESPONSIBILITY STATEMENT
(Section 134(3)(c) of the Companies Act, 2013)
Pursuant to Section 134(3)(c) and 134(5) of the Act, your Directors hereby confirm that—
a) The annual accounts have been prepared in accordance with the applicable accounting standards and provisions of the Act.
b) Accounting policies have been applied consistently, and reasonable estimates and judgments have been made to present a true and fair view.
c) Proper and sufficient care has been taken for maintaining adequate accounting records and safeguarding assets of the Company.
d) The accounts have been prepared on a going concern basis.
e) The Company, being a Small Company, internal financial controls under Section 134(5)(e) are minimal and proportionate to its operations.
f) The Directors have devised systems to ensure compliance with all applicable laws and confirm that such systems are effective.
15. DEPOSITS
(Section 73 of the Companies Act, 2013)
The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act during the year.
If the Company has accepted any loans from Directors, disclose as follows:
| Name of Director | Loan Taken (₹) | Loan Outstanding (₹) |
| Ms. _______ | ||
| Mr. _______ |
Such loans are exempt under Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.
16. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (POSH)
The Company is committed to maintaining a work environment free from harassment or discrimination. An Internal Complaints Committee (ICC) has been constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
During the year under review, no complaints were received or pending under the said Act. Awareness programs were conducted to sensitize employees about the policy framework.
17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Although not mandatory for Small Companies, your Company has implemented basic internal control measures commensurate with its size and nature of business. These systems are regularly reviewed to ensure accuracy, efficiency, and accountability in financial reporting and operational activities.
18. HUMAN RESOURCE & INDUSTRIAL RELATIONS
The Company values its people as its most important asset. The cordial relations between management and employees continued throughout the year. The Board acknowledges the dedicated efforts and cooperation of all team members in achieving the Company’s objectives.
19. ACKNOWLEDGEMENTS
Your Directors express their sincere gratitude to all employees, shareholders, auditors, clients, bankers, and government authorities for their continued cooperation and support.
The Board also acknowledges the guidance received from the Registrar of Companies, Regional Director, and other statutory authorities in ensuring smooth compliance.
For and on behalf of the Board of Directors
(Name of the Company)
| _____________________________ Director DIN Place Address: Date: | _____________________________ Director DIN Place Address: Date: |
A. Clauses of e-Director’s Report Not Applicable to Small Companies / OPCs
| Clause No. | Particulars (as per e-Director’s Report) | Applicability |
| 5 | Statement on declaration by Independent Directors under Section 149(6) | Not Applicable |
| 6 | Disclosure on Directors’ appointment and remuneration under Section 178(1) & 178(3) | Not Applicable |
| 12 | Disclosure of amount proposed to be carried to reserves | Not Applicable |
| 13 | Disclosure of amount recommended to be paid as dividend | Not Applicable |
| 15 | Statement on development and implementation of risk-management policy | Not Applicable |
| 16 – 22 | Provisions relating to Corporate Social Responsibility (CSR) | Not Applicable |
| 23 (a – d), ( e i – vi ), (h) and (j) | Miscellaneous disclosures applicable to larger companies | Not Applicable |
B. Clauses to be Specifically Reported in Column No. 24 of e-Director’s Report
Small Companies / OPCs must ensure that the following points—though not auto-captured in the e-form—are specifically entered under Column No. 24:
| Clause No. | Particulars to be Disclosed Manually |
| 10 | Contracts and Arrangements with Related Parties under Section 188 (mention “transactions entered on arm’s-length basis”) |
| 11 | Compliance with Secretarial Standards SS-1 and SS-2 issued by ICSI |
| 13 | Details relating to Statutory Auditor appointment / re-appointment under Section 139 |