NAME : ANAND CHINMAYANAND PANDEY

ROLL NO : 252

CLASS : TYBCOM - II

CONTACT : 9029839130

SUBJECT : FINANCIAL ACCOUNTING

TOPIC : DISCUSS NOTICES AND DIRECTOR’S REPORT

 DISCUSS NOTICES AND DIRECTOR’S REPORT

Notice of Board Meeting

The notice of Board Meeting refers to a document that is sent to all directors of the company. This
document informs the members about the venue, date, time, and agenda of the meeting. All types of
companies are required to give notice at least 7 days before the actual day of the meeting. For instance,

Notice is hereby given that the 38th ANNUAL GENERAL MEETING of the shareholders of Square
Pharmaceuticals Ltd. Will be held on Tuesday the 21st September 2021 at 11.30 a.m at Darbar Hall,
Bangladesh Rifles (BDR), Pilkhana, Dhaka to transact the following agenda:

Agenda

1.To receive, consider and adopt the Accounts for the year ended March 31, 2004, together with the
Report of the Directors and the Auditors thereon.

2.To declare a dividend for the year ended March 31, 2021.

3.To elect Directors in terms of the relevant provision of the Articles of Association of the Company.

4.To appoint Auditors and to fix their remuneration.

By Order of the Board

Kabir Reza, FCMA

Company Secretary

Dated: 7th September 2021

Notes:

 A member entitled to attend and vote at the Annual General Meeting may appoint a proxy to
attend and vote in his/her stead.
 The Proxy Form must be affixed with the requisite revenue stamp and must be deposited at the
Registered Office of the Company not less than 48 hours before the time fixed for the meeting.
 Admittance to the meeting venue will be on the production of the attendance slip sent with the
notice.
Director’s Report

Which companies need to create directors' reports?

Only large organisations are required to produce directors’ reports; small companies or micro-entities are
exempt. A private limited company is no longer considered a small company, and must therefore submit a
directors’ report to HMRC, once it fulfils at least two of the following criteria:

A turnover of more than £10.2 million

£5.1 million or more on the balance sheet

50 employees or more.

What is the purpose of a directors’ report?

Under Section 415 of the Companies Act 2006, the directors of a company are required to prepare a directors’
report at the end of each financial year. This legislation is part of a general move towards greater corporate
transparency.

The information provided by the directors’ report helps shareholders understand:

 Whether the company’s finances are in good health;

 Whether the company has the capacity to expand and grow;
 How well the company is performing within its market, and how well the market is performing in
general;
 How well the company is complying with financial regulations, accounting standards and social
responsibility requirements.

What is included in a directors’ report?

As a minimum, a directors report should always state:

 The names of each director who served during the reporting year;
 A summary of the company’s trading activities;
 A summary of future prospects;
 The principle activities of the company and, if relevant, the principle activities of its subsidiaries;
 Recommendations for dividends for the reporting year;
  Any financial events that occurred after the date on the balance sheet, if these events could affect the
company’s finances;
 Significant changes to the company’s fixed assets.

The duty of directors to produce a directors' report once a year is found in the Companies Act 2006 section
415. Under section 416, the contents must include the directors' names and the company's principal activities.
The critical requirement is found in section 417(1). A business review must be carried out, though this is only
for large companies. Small companies, with fewer employees and less turnover, are excepted by statutory
instrument. Under section 417(2), directors must explain how their leadership has lived up to the directors'
duty in CA 2006 section 172 to "promote the success of the company" with regard to all a company's
stakeholders, including the long-term interests of shareholders, employees, the environment, the community,
maintaining a high business reputation, and so forth. Section 417(3) requires that a fair review of risks and
uncertainties facing the company must be outlined, a requirement from the Accounts Modernisation
Directive. Section 417(4) requires a "backward looking" analysis of the business' development in the last year
(again required by the Directive).

Under section 417(5), public companies come under a further duty, reflecting the old Operating and
Financial Review. Companies must either comply with this provision or explain why they will not. If they do
comply, public companies must state the main trends in the business, give information about the company's
effect on the environment, employees, including contractual arrangements through supply chains that are
essential to the company. All analysis, under section 417(6) and mandated by the directive, must use key
performance indicators, unless the company is a small or medium company. Where appropriate, section
417(8) requires that accounts are explained.

Civil liability follows, also in the case for a director's remuneration report and summary financial
statements, under section 463(1) for false or misleading statements in the directors' report. Any loss caused to
the company by wrong statements must be compensated for, but this is a sanction that only the company
(i.e., no groups except the board of directors or company members with the power to bring derivative claims)
can sue for, and liability only arises for an intentional or reckless act, or a dishonest omission.

According to section 496, the company auditor must give its own report on the directors' report (a
requirement that should be brief, and only operates as a badge of good health) stating whether the report is
inconsistent with anything in the accounts. This is a watered-down version of the previous requirement under
the Operating and Financial Review, which needed the auditor to say whether all the information emerging in
the audit was consistent. Furthermore, the Operating and Financial Review required reports set out
information consistently over time so that reports could be compared. It is likely this requirement exists
implicitly in the basic duty to explain the contents of the report clearly, but it is not so rigid as to require the
same font each year.

Directors' reports must be disclosed to the public, and so also serve as an important source of public
information, as a form of social accounting. Following its introduction, the reports (under various names) had
a bumpy history. As previously named, the Operating and Financial Review was said by Gordon Brown to be
unnecessary ‘goldplating’ of EU regulations. Brown initially proposed scrapping it, stating it was important to
place ‘trust in the responsible company’. He was widely criticised by charities, social foundations and
environmental groups, leading the government to backtrack on its plan for scrappage. The present
requirements are found in the Companies Act 2006. As well as social accounting these reports are used for
credit-checking uses, to assess investor-worthiness and to gain background information on an individual.

The requirement for directors' reports arose out of a general move for greater transparency in corporate
governance. It is useful for shareholders to find out issues such as whether the company has good finances,
whether the market has potential, and whether the business has the structural capacity to expand into new
opportunities. In order for shareholders to make informed decisions when casting their votes at annual or
other meetings, the Directors' Report provides part of that essential minimum standard of information. It is
complemented by the Director's Remuneration Report and the Company Accounts. Much of the Directors'
Report requirements are basic harmonised standards in all European companies, through the Accounts
Modernisation Directive, but the UK chose to go further in the interests of greater transparency and
accountability.
 REFERENCES/BIBLIOGRAPHY:

https://www.moneycontrol.com/stocks/stock_market/corp_notices.php?autono=27668861

https://www.yourarticlelibrary.com/business/reports/drafting-of-notices-circulars-minutes-and-
resolutions/75904

https://money.rediff.com/companies/news/kapil-cotex-ltd/512036-1629801131000