DIRECTORS’ REPORT Draft for Public Company _mycsOnline

Short Summary

This model Board of Directors’ Report is tailored for Public Limited Companies and aligns with Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, together with other applicable provisions. It also recognises the current filing approach wherein the Director’s Report is linked to e‑Form AOC‑4. To avoid gaps, the draft clarifies:

a comparison in approach between the narrative Director’s Report and the items captured in the e‑Director’s Report; and
disclosures that remain outside the e‑form and should therefore be inserted under Point 24 of the linked form, as applicable.

The aim is to give companies a clear, compliant and practical template that can be customised with factual data before approval by the Board.

To,
The Members,
(Name of the Company)

Your Directors have pleasure in presenting the (No. of AGM) Annual Report together with the audited financial statements for the year ended March 31, 2025.

1. Financial Summary (Rule 8(5)(i))

(Also maps to e‑Director’s Report Point 23(e)(viii))

Particulars	Year ended March 31, 2024 (₹ in thousand)	Year ended March 31, 2025 (₹ in thousand)
Revenue from Operations
Profit Before Tax
Less: Current Tax
Deferred Tax
Income Tax – earlier years
Profit for the Year
Add: Balance in Statement of Profit and Loss
Closing Balance

2. State of Affairs / Highlights (Sec 134(3)(i); Rule 8(5)(ii))

(Maps to e‑Director’s Report Point 11 and Point 23(e)(viii))

The Company is engaged in the business of _________________________.
There was no change in the nature of business during the year ended March 31, 2025.
Other key developments, if any: change in capital/financing; shift of registered office; major contracts; material accounting policy changes; etc. (to be inserted as applicable).

3. Web Link of Annual Return (Sec 134(3)(a))

(e‑Director’s Report Point 1)

The Company maintains a website at: ___________________________ and the Annual Return has been hosted as per Section 92(3). Link: ___________________________.

The Company does not maintain a website; accordingly, the web‑link disclosure under Section 92(3) is not applicable.

4. Meetings of the Board of Directors (Sec 134(3)(b))

(e‑Director’s Report Point 2)

(No. of Board Meetings) meetings of the Board were held during the year ended March 31, 2025 on the following dates: (insert dates). The maximum interval between any two meetings was within the limit of one hundred and twenty days.

Date of Meeting (DD/MM/YYYY)	Total number of Directors on the date	Number of Directors attended	% Attendance

5. Details in respect of Fraud (Sec 134(3)(ca))

(e‑Director’s Report Point 4)

During the year under review, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013.

6. Board’s Comments on the Auditors’ Report (Sec 134(3)(f))

(e‑Director’s Report Points 7 & 8)

The observations of the Statutory Auditors, when read together with the notes to accounts and stated accounting policies, are self‑explanatory and do not call for any further comment.

OR, where applicable: The Board’s explanation on each qualification / reservation / adverse remark / disclaimer in the Auditor’s Report and/or Secretarial Audit Report is provided below: (insert explanation).

7. Material Changes and Commitments (Sec 134(3)(l))

(e‑Director’s Report Point 14)

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

OR — The following material changes and commitments occurred after year‑end; the financial impact is presently not ascertainable: (insert details).

8. Change in Directorship (Rule 8(5)(iii))

(e‑Director’s Report Point 23(e)(ix))

No change occurred in the constitution of the Board during the year.

OR — Mr./Ms. _______ (DIN: _______) was appointed / resigned as Director/MD/WTD with effect from _______.

9. Significant and Material Orders (Rule 8(5)(vii))

(e‑Director’s Report Point 23(g))

No significant or material orders were passed by regulators, courts or tribunals impacting the going concern status or future operations.

OR — Details of the order passed by the Hon’ble ________ having potential impact on the Company’s operations are provided in Annexure – __.

10. Related Party Transactions (Sec 134(3)(h))

All related party transactions during the year were in the ordinary course of business and on an arm’s length basis. No materially significant transactions were entered into that required disclosure in Form AOC‑2. Disclosures under AS‑18/Ind AS‑24 are provided in Note __ to the financial statements.

11. Secretarial Standards

The Company has complied with Secretarial Standard–1 (Meetings of the Board) and Secretarial Standard–2 (General Meetings) issued by the ICSI and approved under Section 118(10).

12. Particulars of Loans and Investments (Sec 134(3)(g))

(e‑Director’s Report Points 9 & 10)

The Company has not made any investments, given guarantees or provided securities during the year.

OR — The Company granted loans during the year and complied with Section 186. Details are provided in Note __ to the financial statements.

13. Transfer to Reserve (Sec 134(3)(j))

The Board has not proposed transfer of any amount to reserves for the year under review.

14. Dividend (Sec 134(3)(k))

Option A – Dividend recommended: The Board recommends a dividend of ₹ __ per equity share of face value ₹ __ ( @ __% ) to shareholders whose names appear on the Record Date. The payout is in line with the Company’s dividend distribution policy.

Option B – Profits but no dividend: Considering the overall position, the Board has decided not to recommend any dividend for the year.

Option C – No profits: No dividend is proposed due to conservation of profits / loss / inadequate surplus.

15. Conservation of Energy, Technology Absorption and Foreign Exchange (Sec 134(3)(m); Rule 8(3))

A. Conservation of Energy & Technology Absorption

Operations are not energy‑intensive; nevertheless, the Company pursues efficiency through preventive maintenance and use of efficient equipment.

Steps for alternate sources of energy: NIL
Capital investment on energy‑conservation equipment: NIL

B. Foreign Exchange Earnings & Outgo

Earnings	Outgo
NIL	NIL

16. Risk Management Policy (Sec 134(3)(n))

The Company has instituted a framework for identification, assessment and mitigation of key risks—business, project execution, financial, compliance, environmental and people‑related. The framework is reviewed periodically by the Board.

17. Prevention of Sexual Harassment (POSH)

(Rule 8(5)(x); e‑Director’s Report Point 23(i))

The Company has a POSH Policy and an Internal Complaints Committee constituted as per the Act. Status for FY 2024‑25:

Complaints received	Disposed during the year	Pending > 90 days

18. Subsidiaries, Joint Ventures and Associates (Rule 8(5)(iv))

(e‑Director’s Report Points 23(d) and 23(e)(i))

Option A: The Company has no subsidiary, joint venture or associate company as at March 31, 2025.

Option B: The Company has (number) subsidiary(ies) / JV(s) / associate(s). Consolidated financial statements have been prepared. Salient features in Form AOC‑1 are annexed as Annexure – __.

19. Internal Financial Controls (Rule 8(5)(viii))

(e‑Director’s Report Point 23(e)(iii))

Adequate internal financial controls with reference to financial reporting are in place. These were tested during the year and no reportable material weakness was observed.

20. Auditors (Sec 139)

Statutory Auditors (Existing): At the __ AGM held on (date), members appointed M/s ______ (FRN ______) as Statutory Auditors for a term of five years, from the conclusion of the __ AGM till the conclusion of the __ AGM.

Statutory Auditors (Re‑appointment): M/s ______ hold office till the conclusion of the ensuing AGM and, being eligible, offer themselves for re‑appointment. The Company has received their consent and eligibility certificate under Sections 139 and 141.

Secretarial Auditor: Pursuant to Section 204, (Name of Firm), Company Secretaries, were appointed as Secretarial Auditors for FY 2024‑25. The Secretarial Audit Report forms part of this Report as Annexure – __.

Cost Auditor: The Board has appointed M/s ______ (FRN ______), Cost Accountants, as Cost Auditors for FY 2024‑25. As required under Section 148, the Company maintains cost records, and the remuneration of the Cost Auditors is placed for ratification of the members.

21. Directors’ Responsibility Statement (Sec 134(3)(c))

In the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures.
Accounting policies have been selected and applied consistently and reasonable, prudent estimates have been made to present a true and fair view.
Adequate accounting records have been maintained for safeguarding assets and for preventing and detecting fraud and other irregularities.
The annual accounts have been prepared on a going concern basis.
Proper internal financial controls were in place and were operating effectively during the year.
Systems to ensure compliance with applicable laws were devised and are operating effectively.

22. Deposits (Rule 8(5)(v) & (vi))

(e‑Director’s Report Point 23(f))

The Company has not accepted any deposits within the meaning of Sections 73 to 76.

OR — The Company has not accepted public deposits; loans accepted from directors/relatives during the year are as under:

Name	Loan taken during the year (₹)	Outstanding at year end (₹)

23. Corporate Social Responsibility (Sec 135)

(e‑Director’s Report Points 16–22)

The Company has constituted a CSR Committee. The amount required to be spent for FY 2024‑25 was ₹ _____, which has been spent on activities specified in Schedule VII. A brief outline of the CSR Policy and the annual report on CSR is annexed as Annexure – II.

24. Cost Records (Rule 8(5)(ix))

(e‑Director’s Report Point 23(e)(iv))

Option A: The Company is not required to maintain cost records under Section 148 read with the Companies (Cost Records and Audit) Rules, 2014.

Option B: The Company is required to maintain cost records and the same are duly maintained.

25. Declarations by Independent Directors

(e‑Director’s Report Point 5 and 23(e)(ii))

Declarations have been received from all Independent Directors under Sections 149(6) and 149(7), confirming that they meet the criteria of independence.

26. Vigil Mechanism / Whistle‑blower Policy

Pursuant to Section 177(9) and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has adopted a Vigil Mechanism for directors and employees to report concerns. Adequate safeguards are provided and matters are reviewed by the Audit Committee.

27. Particulars of Employees, Directors and KMP

(e‑Director’s Report Point 6)

Disclosures under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure – __.

28. Management Discussion and Analysis

The Management Discussion and Analysis Report for FY 2024‑25 is annexed as Annexure – __.

29. Corporate Governance

The Company follows sound corporate governance practices—effective Board oversight, transparent disclosures and robust internal controls. The Corporate Governance Report is annexed as Annexure – __.

30. Annual Evaluation of the Board, its Committees and Directors

(e‑Director’s Report Point 23(h))

The Board carried out an annual evaluation covering the performance of the Board, its Committees and individual Directors on defined parameters.

31. Proceedings under the Insolvency and Bankruptcy Code, 2016 (Rule 8(5)(xi))

(e‑Director’s Report Point 23(e)(v))

Not applicable—no proceedings were initiated / no one‑time settlements were made during the year.

32. Difference in Valuation (Rule 8(5)(xii))

(e‑Director’s Report Point 23(e)(vi))

Not applicable—no one‑time settlement with banks/financial institutions was made during the year.

33. Maternity Benefit Compliance (Rule 8(5)(xiii))

The Company confirms compliance with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees.

Acknowledgement

Your Directors place on record their appreciation of the commitment and contribution of the Company’s employees and consultants. The Board gratefully acknowledges the support received from shareholders, customers, bankers and the various departments of the Central and State Governments.

Date: ____________ Place: ____________

For and on behalf of the Board of Directors
(Name of the Company)

Name of the Director
(Designation)
DIN: ___________
Address: __________________________