CHECK LIST DIRECTOR REPORT

CHECK LIST DIRECTOR REPORT

It is mandatory for every company, to forward to its members, along with its annual Financial Statement the Board of Director’s report. Report of Board of Directors should be ‘ATTACHED’ to the Balance Sheet laid before the AGM.

A director’s report is intended to explain to shareholders, the overall financial position of the Company and its operation & Business Scope. In Companies Act,2013 , lot of sections makes it mandatory to make disclosure in Boards report contrary to previous Act, where only section 217, talks about the Boards Report

Provisions Relating to Director’s Report:-

v Applicability of Provision of Section-134 of Director Report:
The provision of Director Report (u/s 134) is applicable only to financial year commencing on or after 1st April, 2014.

v Signing of Director’s Report along with Annexure:
As per Section 134(6) Board Report and annexure thereto shall be signed by
·        its ‘CHAIRPERSON’ if he is authorized by Board of director; Where he is not so authorized by,
·        At least 2 (Two) Director, one of whom shall be a Managing Director.
·        If there is no Managing Director then by Two Directors.

v E-filling of Resolution for approving Board report:

The Board resolution for approval of Board Report required being file with ROC in form  “MGT-14” within 30 days of passing of Board Resolution.

PENALTY FOR NON COMPLIANCE:
For any violation of provisions of Section 134:

COMPANY:                                              The company shall be punishable with fine which shall not be less than Rs.50,000/but it may extend to Rs.25 lakhs.

OFFICER:                                                  Every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to 3 years or with fine which shall not be less than Rs.50, 000/but such fine may extend to 5 lakhs or with both.


Checklist on Board's Report under The Companies Act, 2013

S.
No.
Particulars/Disclosure
Format, if any
Provisions
Applicability

Small
Private
Public
Select Public
Listed
1
Extract of Annual Return
(Extract of annual return relating to FY to which the Board’s Report relates shall be attached.)
MGT 9
Sec 134 (3) (a) r/w rule 12 of Cos (MAD) Rules
2
Number of meetings of the Board, including dates of Board and Committees meetings held indicating the number of Meetings attended by each Director ‐ SS1.
(Clarification by ICSI – SS 1 to apply to BM in respect of which Notices are issued on or after 1stJuly, 2015.)
Format Attached
Sec 134 (3) (b);
Secretarial Standards 1
3
Directors’ Responsibility Statement
‐Accounting Standards
‐Accounting Policies
‐ Proper and efficient care for 3 things
‐Going concern basis
‐Adequate Internal Financial Controls
‐Compliance with all applicable laws
6 points
Sec 134 (3)( C) &
(5)
4
Company’s policy on Director’s, KMPs
& other employees appointment & remuneration including criteria for determining Qualification, Attributes, Independence, etc.
(For this purpose, limits to be reckoned as existing on the date of Last Audited Financial Statements.)
Sec 134 (3) (e); Sec
178 (1) & (3)
×
×
×

PUSC ≥ 10Cr TO ≥ 100 Cr
OL/deposits/ debentures > 50Cr
5
Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made bythe Auditors in Audit report
Sec 134 (3)(f) (i)
6
Particulars  of  Loans,  guarantees  or investments u/s 186
Sec 134 (3) (g)
7
Related        Party        Contracts        or arrangements
(Particulars of contract along with justification for entering into such contract)
AOC 2
Sec 134 (3) (h) r/w Rule 8(2) of Cos (Accounts) Rules
8
State of the company’s affairs
Sec 134 (3) (i)
9
Amounts  proposed  to  be  carried  to reserves, if any
Sec 134 (3) (j)
10
Amount recommended as dividend, if any,
Sec 134 (3) (k)
11
Material Changes & Commitments affecting financial position of the Company, occurring after Balance Sheet Date
(Details of material changes occurring between date of Financial Statements & Board Report)
Sec 134 (4) (l)
12
Energy Conservation, Technology absorption, FOREX earnings & outgo, in prescribed manner
Sec 134 (3) (m) r/w Rule 8(3) of Cos (Accounts) Rule
13
Statement indicating  development & implementation of Risk Management Policy
(This is required only if risk factors are there)
Sec 134 (3) (n)
14
Financial Highlights & Change in the nature of business
Sec 134 (3)(q) r/w Rule 8(5) (i)&(ii)of
15
Details         of         Directors/         KMP appointed/resigned during the year
Sec 134 (3)(q) r/w Rule (8)(5)(iii) of Cos (Accounts) Rules, 2014 &
Sec168 (1)
16
Name of the companies which have become/ceased to be subsidiaries, JVs or Associate companies during the year
Sec 134 (3)(q) r/w Rule (8)(5)(iv) of Cos (Accounts) Rules, 2014
17
Details of significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and company’s operations in future
Sec 134 (3)(q) r/w Rule 8 (5) (vii) of Cos (Accounts) Rules
18
Details in respect of adequacy of internal financial controls with reference to Financial Statements
Sec 134 (3)(q) r/w Rule 8 (5) (viii) of Cos (Accounts) Rules
19
Separate section containing a  report on performance and financial position of each of subsidiaries,  associates  & JVs included in the Consolidated FS of the Co
Rule 8(1) of Cos (Accounts) Rules
20
Disclosures under Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013
Sexual Harassment of Women at Workplace (Prevention, prohibition & redressal) Act, 2013
EVENT BASED/LIMIT BASED DISCLOSURES
21
Details about CSR Committee, Policy, its implementation and  initiatives taken during the year
(To be included if following limits are triggered –
NW ≥ 500Cr TO ≥ 1000 Cr
NP≥ 5 Cr)
Format prescribed in CSR
Rules
Sec 134 (o); 135
(2) r/w Rule 8 of Cos (CSR) Rules
22
Disclosure  on  establishment  of  Vigil Mechanism (Applicable to Cos which have accepted deposits from the public or borrowed money from banks & FIs in excess of Rs 50 Cr)
Sec 177(9) r/w Rule 7 of Cos(Meetings of the BoD) Rules
23
Prescribed details of deposits covered under Chapter V of the Act
Sec 134 (3)(q) r/w Rule (8)(5)(v) & (vi) of Cos (Accounts) Rules, 2014
24
Issue of Equity Shares with Differential Rights, Sweat Equity, ESOS, etc.
(This  disclosure  would  be  event based)
Sec 43, 54 r/w Rule
4 (4); 8 (13) & 12
(9) of Cos & Sec 62 (1)(b) r/w rule 12(9) of Cos(Share Cap & Debenture) Rules
25
Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates
Sec 67(3) r/w Rule 16 of Cos(Share Cap & Debenture) Rules
DISCLOSURE MANDATORY TO BE MADE BY PUBLIC COMPANY


26
Disclosure about receipt of any commission by MD / WTD from a Company and also receiving commission / remuneration from it Holding or subsidiary
Section 197(14)
×
×
×
×
DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY & SELECTED PUBLIC COMPANY


27
Declaration by Independent Directors
Sec 134 (3)( d) r/w
Sec 149 (6)
×
×
×

PUSC ≥ 10Cr TO ≥ 100 Cr
OL/deposits/ debentures > 50Cr
28
Disclosure on    Reappointment    of Independent Director
(ID is eligible for re‐appointment beyond a term of 5 yrs by passing an SR and if re‐appointed, the company must disclose such re‐ appointment of ID in Board Report.)
Section 149(10)
×
×
×

PUSC ≥ 10Cr TO ≥ 100 Cr
OL/deposits/ debentures > 50Cr
29
Secretarial Audit Report
(To be annexed with Board’s Report)
MR 3
Sec 204 (1)
×
×
×

PUSC ≥ 50Cr TO ≥ 250 Cr
30
Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made by the PCS in Secretarial Audit report
Sec 134 (3)(f) (ii)
×
×
×

PUSC ≥ 50Cr TO ≥ 250 Cr
31
Manner in which Formal Annual Evaluation of performance  of Board, its Committees and  individual directors has been carried out
Sec 134 (p) r/w Rule 8 (4) of Cos (Accounts) Rules
×
×
×

PUSC ≥ 25 Cr
32
The composition of the Audit Committee
Further, if the Board has not accepted any recommendation of the Audit Committee, the same shall also be disclosed along with reasons therefore.
Sec 177 (8) r/w
Rule 6 of Cos(Meetings of the BoD) Rules
×
×
×

PUSC ≥ 10Cr TO ≥ 100 Cr
OL/deposits/ debentures > 50Cr
33
Corporate     Governance     disclosure requirements
Clause 49 of the Listing Agreement
×
×
×
×
DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY


34
Ratio of remuneration of each director to        the        median        employee’s
Section 197(12) r/w Rule 5 of
×
×
×
×
35
remuneration  and  other  prescribed details

Companies (Appointment & Remuneration of Managerial Personnel) Rules










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