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

Business owners, startups, professionals, and taxpayers dealing with Checklist on Board s Report should understand the applicable rules. Requirements can vary by turnover, entity...

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September 18, 2020
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Last updated: September 2020Verified against: Government sources
We have first prepared this checklist in 2015 to assist all the companies (OPC, small, Private, Public or Listed) in the preparation of the Director's Report and every year we update this checklist as per the latest amendment in the Companies Act, 2013 and publish the same in our Blog. Below mentioned checklist of the Director's report is updated till August 30, 2020. The checklist has been made with the prime focus on the priorities of the Companies Act, 2013 so that no point shall be missed in the preparation of the Director's Report.
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 1st July, 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 √ √ √ √ √
4 Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to Central Government : Sec 134(3)(ca) √ √ √ √ √
5 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 Sec 134 (3) (e); Sec 178 (1) & (3) × × × √ PUSC ≥ 10Cr TO ≥ 100 Cr OL/deposits/ debentures > 50Cr √
6 Explanation or comments by the BoD on every qualification, reservation or adverse remark or disclaimer made by the Auditor Sec 134 (3)(f) (i) √ √ √ √ √
7 Particulars  of  Loans,  guarantees  or investments Sec 134 (3) (g) √ √ √ √ √
8 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 √ √ √ √ √
9 State of the company’s affairs ‐ Sec 134 (3) (i) √ √ √ √ √
10 Amounts  proposed  to  be  carried  to reserves, if any ‐ Sec 134 (3) (j) √ √ √ √ √
11 Amount recommended as dividend, if any, ‐ Sec 134 (3) (k) √ √ √ √ √
12 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) √ √ √ √ √
13 Energy Conservation, Technology absorption, FOREX earnings & outgo, in prescribed manner ‐ Sec 134 (3) (m) r/w Rule 8(3) of Cos (Accounts) Rule √ √ √ √ √
14 Statement indicating  development& implementation of Risk Management Policy (This is required only if risk factors are there) ‐ Sec 134 (3) (n) √ √ √ √ √
15 Financial Highlights & Change in the nature of business ‐ Sec 134 (3)(q) r/w Rule 8(5) (i)&(ii)of √ √ √ √ √
16 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) √ √ √ √ √
17 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 √ √ √ √ √
18 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 √ √ √ √ √
19 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 √ √ √ √ √
20 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 √ √ √ √ √
EVENT BASED/LIMIT BASED DISCLOSURES
22 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 Format prescribed in CSR Rules Sec 134 (o); 135(2) r/w Rule 8 of Cos (CSR) Rules √ √ √ √ √
23 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 √ √ √ √ √
24 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 √ √ √ √ √
25 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 √ √ √ √ √
26 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 √ √ √ √ √
27 Voluntary revision of financial statements or Board’s report (Detailed reasons for revision of such financial statements or Board’s report to be disclosed in the Board’s report in the relevant F.Y. in which such revision is being made.) Sec 131(1) √ √ √ √ √
DISCLOSURE MANDATORY TO BE MADE BY PUBLIC COMPANY
28 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
29 Declaration by Independent Directors Sec 134 (3)( d) r/w Sec 149 (6) × × × √ PUSC ≥ 10Cr TO ≥ 100 Cr OL/deposits/ debentures > 50Cr √
30 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 √
31 Secretarial Audit Report (To be annexed with Board’s Report) MR 3 Sec 204 (1) × × × √ PUSC ≥ 50Cr TO ≥ 250 Cr √
32 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 √
33 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 √
34 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 √
35 Corporate     Governance     disclosure requirements Clause 49 of the Listing Agreement × × × × √
DISCLOSURE MANDATORY TO BE MADE BY LISTED COMPANY
36 Ratio of remuneration of each director to        the        median        employee’s remuneration  and  other  prescribed details Section 197(12) r/w Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules × × × × √
Quick recapKey facts & short answers

Key Facts About Checklist on Board s Report

  • Applies in: All states across India, under the relevant central law.
  • Mode: Mostly online via the official government portal.
  • Typical timeline: Ranges from a few days to a few weeks depending on the case.
  • Non-compliance: May attract penalties, interest or late fees.
  • Expert help: TaxClue completes Checklist on Board s Report end to end for you.

What is Checklist on Board s Report?

Checklist on Board s Report is an important compliance and legal topic for businesses and individuals in India. This guide explains its meaning, applicability and key requirements in simple language so you can understand and stay fully compliant.

Who needs to know about Checklist on Board s Report?

Business owners, startups, professionals, and taxpayers dealing with Checklist on Board s Report should understand the applicable rules. Requirements can vary by turnover, entity type and activity, so it is best to confirm your specific case before proceeding.

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Checklist on Board s Report: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.

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Checklist on Board s Report is an important compliance and legal topic for businesses and individuals in India. This guide explains its meaning, applicability and key requirements in simple language so you can understand and stay fully compliant.

Business owners, startups, professionals, and taxpayers dealing with Checklist on Board s Report should understand the applicable rules. Requirements can vary by turnover, entity type and activity, so it is best to confirm your specific case before proceeding.

Typical documents include PAN, identity and address proof, business registration proof, and any category-specific forms. The exact checklist depends on your situation — TaxClue experts can prepare the correct set for Checklist on Board s Report and help you avoid rejections.

The process generally involves preparing documents, filing the correct form on the relevant government portal, paying applicable fees, and tracking status until approval. Following the right sequence for Checklist on Board s Report helps avoid delays and penalties.

Yes. Late or non-compliance related to Checklist on Board s Report can attract penalties, interest or late fees, and some filings have strict due dates. Staying on schedule protects you from avoidable costs — TaxClue sends timely reminders.

In most cases yes, Checklist on Board s Report can be handled online through the official government portal. TaxClue can complete the end-to-end process for you digitally, so you don't have to visit any office.

TaxClue's CA, CS and legal experts handle Checklist on Board s Report end to end — eligibility check, documentation, filing, and follow-up. Refer to Income Tax Department for official rules, and contact TaxClue for hands-on, affordable assistance.